•
|
the transaction price and offering price for each class of our common stock for subscriptions to be accepted as of
December 1, 2018
;
|
•
|
the calculation of our
October 31, 2018
net asset value (“NAV”) per share, as determined in accordance with our valuation procedures, for each of our share classes;
|
•
|
the status of our public and private offerings;
|
•
|
updated information with respect to our real properties;
|
•
|
updated information regarding distributions authorized by our board of directors;
|
•
|
updated information regarding redemptions;
|
•
|
updated selected financial data;
|
•
|
updated information regarding fees and expenses payable to the Advisor, the Dealer Manager and their affiliates;
|
•
|
updated experts information; and
|
•
|
our Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.
|
•
|
DECEMBER 1, 2018
TRANSACTION PRICE
|
Share Class
|
|
Transaction Price
(per share) |
|
Offering Price
(per share) |
||||
Class T
|
|
$
|
10.0481
|
|
|
$
|
10.5216
|
|
Class W
|
|
$
|
10.0481
|
|
|
$
|
10.0481
|
|
Class I
|
|
$
|
10.0481
|
|
|
$
|
10.0481
|
|
•
|
OCTOBER 31, 2018
NAV PER SHARE
|
|
|
As of
|
||||||
(in thousands)
|
|
October 31, 2018
|
|
September 30, 2018
|
||||
Real estate properties
|
|
$
|
162,150
|
|
|
$
|
153,450
|
|
Cash and other assets, net of other liabilities
|
|
16,711
|
|
|
15,041
|
|
||
Debt obligations
|
|
(40,000
|
)
|
|
(46,000
|
)
|
||
Aggregate Fund NAV
|
|
$
|
138,861
|
|
|
$
|
122,491
|
|
Total Fund Interests outstanding
|
|
13,820
|
|
|
12,192
|
|
(in thousands, except per Fund Interest data)
|
|
Total
|
|
Class T
Shares |
|
Class W
Shares |
|
Class I
Shares |
||||||||
As of October 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Monthly NAV
|
|
$
|
138,861
|
|
|
$
|
134,770
|
|
|
$
|
922
|
|
|
$
|
3,169
|
|
Fund Interests outstanding
|
|
13,820
|
|
|
13,413
|
|
|
92
|
|
|
315
|
|
||||
NAV Per Fund Interest
|
|
$
|
10.0481
|
|
|
$
|
10.0481
|
|
|
$
|
10.0481
|
|
|
$
|
10.0481
|
|
As of September 30, 2018
|
|
|
|
|
|
|
|
|
||||||||
Monthly NAV
|
|
$
|
122,491
|
|
|
$
|
118,786
|
|
|
$
|
558
|
|
|
$
|
3,147
|
|
Fund Interests outstanding
|
|
12,192
|
|
|
11,823
|
|
|
56
|
|
|
313
|
|
||||
NAV Per Fund Interest
|
|
$
|
10.0469
|
|
|
$
|
10.0469
|
|
|
$
|
10.0469
|
|
|
$
|
10.0469
|
|
|
|
Weighted-Average
Basis
|
|
Exit capitalization rate
|
|
5.34
|
%
|
Discount rate / internal rate of return
|
|
6.17
|
%
|
Holding period of real properties (years)
|
|
11.0
|
|
Input
|
|
Hypothetical
Change |
|
Increase (Decrease)
to the NAV of Real Properties |
|
Exit capitalization rate (weighted-average)
|
|
0.25% decrease
|
|
3.23
|
%
|
|
|
0.25% increase
|
|
(2.94
|
)%
|
Discount rate (weighted-average)
|
|
0.25% decrease
|
|
2.16
|
%
|
|
|
0.25% increase
|
|
(2.10
|
)%
|
•
|
STATUS OF OUR PUBLIC AND PRIVATE OFFERINGS
|
(in thousands)
|
|
Class T
|
|
Class W
|
|
Class I
|
|
Notes to
Stockholders (1) |
|
Total
|
||||||||||
Amount of gross proceeds raised:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
$
|
157,151
|
|
|
$
|
1,313
|
|
|
$
|
2,614
|
|
|
$
|
—
|
|
|
$
|
161,078
|
|
DRIP
|
|
1,559
|
|
|
4
|
|
|
100
|
|
|
—
|
|
|
1,663
|
|
|||||
Private offering (2)
|
|
62
|
|
|
—
|
|
|
62
|
|
|
376
|
|
|
500
|
|
|||||
Total offering
|
|
$
|
158,772
|
|
|
$
|
1,317
|
|
|
$
|
2,776
|
|
|
$
|
376
|
|
|
$
|
163,241
|
|
Number of shares issued:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
14,994
|
|
|
131
|
|
|
283
|
|
|
—
|
|
|
15,408
|
|
|||||
DRIP
|
|
156
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
166
|
|
|||||
Private offering (2)
|
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
14
|
|
|||||
Stock dividends
|
|
—
|
|
|
6
|
|
|
3
|
|
|
—
|
|
|
9
|
|
|||||
Total offering
|
|
15,157
|
|
|
137
|
|
|
303
|
|
|
—
|
|
|
15,597
|
|
|
(1)
|
Amount relates to notes payable issued to investors in our private offering.
|
(2)
|
Our private offering closed on December 1, 2016.
|
•
|
REAL PROPERTIES
|
($ in thousands)
|
|
Acquisition Date
|
|
Ownership Percentage
|
|
Purchase Price (1)
|
|
Purchase Price Capitalization Rate
|
|
Rentable Square Feet
|
|
Leased Rate
|
||||||
Ontario Industrial Center—Ontario, CA
|
|
2/26/2018
|
|
100%
|
|
$
|
10,565
|
|
|
1.3
|
%
|
(2)
|
|
86,000
|
|
|
100.0
|
%
|
Pompano Industrial Center—Medley, FL
|
|
4/11/2018
|
|
100%
|
|
$
|
7,375
|
|
|
5.2
|
%
|
|
|
57,000
|
|
|
100.0
|
%
|
Ontario Distribution Center—Ontario, CA
|
|
5/17/2018
|
|
100%
|
|
$
|
30,770
|
|
|
3.5
|
%
|
(2)
|
|
247,000
|
|
|
100.0
|
%
|
Park 429 Logistics Center (3)
|
|
6/7/2018
|
|
100%
|
|
$
|
45,700
|
|
|
3.0
|
%
|
(4)
|
|
441,000
|
|
|
95.9
|
%
|
Pescadero Distribution Center (3)
|
|
6/20/2018
|
|
100%
|
|
$
|
45,750
|
|
|
4.7
|
%
|
|
|
382,000
|
|
|
100.0
|
%
|
Gothard Industrial Center—Huntington Beach, CA
|
|
6/25/2018
|
|
100%
|
|
$
|
10,075
|
|
|
5.1
|
%
|
|
|
59,000
|
|
|
100.0
|
%
|
Midway Industrial Center—Odenton, MD
|
|
10/22/2018
|
|
100%
|
|
$
|
7,987
|
|
|
6.5
|
%
|
|
|
126,000
|
|
|
100.0
|
%
|
|
(1)
|
Reflects contractual purchase price amount exclusive of transfer taxes, due diligence expenses, and other closing costs.
|
(2)
|
We acquired this building with an in-place lease that has below-market rent for this type of property and location. If the rent under this lease was at the current market rate, we estimate that the purchase price capitalization rate would be 4.8% for the Ontario Industrial Center and 5.0% for the Ontario Distribution Center. There is no assurance that, upon expiration of the lease, we will renew or re-lease this building at the then-current market rent rate.
|
(3)
|
This was a significant real property acquisition. Refer to Supplement No. 10, dated September 7, 2018, for further detail.
|
(4)
|
The purchase price capitalization rate is approximately 4.6% excluding contractual free rent during a portion of the year following the acquisition of this property.
|
•
|
DISTRIBUTIONS
|
|
|
Source of Cash Distributions
|
|
|
||||||||||||||||||||||||||||
($ in thousands)
|
|
Provided by
Expense Support (1) |
|
Provided by
Operating Activities |
|
Proceeds
from Financing Activities |
|
Proceeds from
DRIP (2) |
|
Gross
Distributions (3) |
||||||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
September 30
|
|
$
|
751
|
|
|
52.4
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
681
|
|
|
47.6
|
%
|
|
$
|
1,432
|
|
June 30
|
|
452
|
|
|
53.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
399
|
|
|
46.9
|
|
|
851
|
|
|||||
March 31
|
|
207
|
|
|
51.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
197
|
|
|
48.8
|
|
|
404
|
|
|||||
Total
|
|
$
|
1,410
|
|
|
52.5
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
1,277
|
|
|
47.5
|
%
|
|
$
|
2,687
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31
|
|
$
|
57
|
|
|
56.4
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
44
|
|
|
43.6
|
%
|
|
$
|
101
|
|
September 30
|
|
25
|
|
|
69.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
30.6
|
|
|
36
|
|
|||||
June 30
|
|
23
|
|
|
69.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
30.3
|
|
|
33
|
|
|||||
March 31
|
|
23
|
|
|
69.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
30.3
|
|
|
33
|
|
|||||
Total
|
|
$
|
128
|
|
|
63.1
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
75
|
|
|
36.9
|
%
|
|
$
|
203
|
|
|
(1)
|
For the nine months ended September 30, 2018 and for the year ended December 31, 2017, the Advisor provided expense support of $3.8 million and $1.7 million, respectively.
|
(2)
|
Stockholders may elect to have cash distributions reinvested in shares of our common stock through our distribution reinvestment plan.
|
(3)
|
Gross distributions are total distributions before the deduction of any distribution fees relating to Class T shares and Class W shares issued in the primary portion of our initial public offering.
|
•
|
REDEMPTIONS
|
•
|
SELECTED FINANCIAL DATA
|
|
|
For the Nine Months Ended
September 30, |
||||||
(in thousands, except per share data)
|
|
2018 (1)
|
|
2017 (1)
|
||||
Operating data:
|
|
|
|
|
||||
Total revenues
|
|
$
|
3,312
|
|
|
$
|
—
|
|
Total operating expenses
|
|
$
|
(8,699
|
)
|
|
$
|
(935
|
)
|
Total other expenses
|
|
$
|
(1,401
|
)
|
|
$
|
(123
|
)
|
Total expenses before expense support from Advisor
|
|
$
|
(10,100
|
)
|
|
$
|
(1,058
|
)
|
Expense support from Advisor
|
|
$
|
3,816
|
|
|
$
|
1,160
|
|
Net (expenses) income after expense support from Advisor
|
|
$
|
(6,284
|
)
|
|
$
|
102
|
|
Net (loss) income
|
|
$
|
(2,972
|
)
|
|
$
|
102
|
|
Net (loss) income attributable to common stockholders
|
|
$
|
(2,972
|
)
|
|
$
|
102
|
|
Net (loss) income per common share - basic and diluted
|
|
$
|
(0.45
|
)
|
|
$
|
0.39
|
|
Weighted-average shares outstanding
|
|
6,594
|
|
|
258
|
|
||
Distributions:
|
|
|
|
|
||||
Gross cash distributions declared (2)
|
|
$
|
2,687
|
|
|
$
|
102
|
|
Cash distributions declared per common share (2)(3)
|
|
$
|
0.41
|
|
|
$
|
0.40
|
|
Company-defined FFO (4):
|
|
|
|
|
||||
Reconciliation of net loss to Company-defined FFO:
|
|
|
|
|
||||
Net (loss) income attributable to common stockholders
|
|
$
|
(2,972
|
)
|
|
$
|
102
|
|
Total NAREIT-defined adjustments (5)
|
|
$
|
1,798
|
|
|
$
|
—
|
|
Total Company-defined adjustments (6)
|
|
$
|
3,861
|
|
|
$
|
—
|
|
Company-defined FFO
|
|
$
|
2,687
|
|
|
$
|
102
|
|
Cash flow data:
|
|
|
|
|
||||
Net cash provided by operating activities
|
|
$
|
2,144
|
|
|
$
|
400
|
|
Net cash used in investing activities
|
|
$
|
(151,756
|
)
|
|
$
|
—
|
|
Net cash provided by (used in) financing activities
|
|
$
|
152,603
|
|
|
$
|
(1,030
|
)
|
|
|
As of
|
||||||
(in thousands)
|
|
September 30,
2018 |
|
December 31, 2017
|
||||
Balance sheet data:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
13,873
|
|
|
$
|
10,565
|
|
Total assets
|
|
$
|
169,448
|
|
|
$
|
12,548
|
|
Total liabilities
|
|
$
|
66,586
|
|
|
$
|
1,942
|
|
Total stockholders' equity
|
|
$
|
102,861
|
|
|
$
|
10,605
|
|
Gross offering proceeds raised during period (7)
|
|
$
|
114,645
|
|
|
$
|
10,190
|
|
Shares outstanding
|
|
12,192
|
|
|
1,238
|
|
|
(1)
|
The SEC declared this offering effective on February 18, 2016. We broke escrow on November 30, 2016 and commenced real estate operations on February 26, 2018. We are in the acquisition phase of our life cycle, and the results of our
|
(2)
|
Gross cash distributions are total distributions before the deduction of distribution fees relating to Class T shares and Class W shares.
|
(3)
|
Amounts reflect the quarterly distribution rate authorized by our board of directors per Class I share of common stock. Our board of directors authorized distributions at this same rate per Class T and Class W share of common stock less respective distribution fees that are payable monthly with respect to such Class T and Class W shares (as calculated on a daily basis).
|
(4)
|
Refer to “—Additional Performance Measures” below for the definition of Company-defined FFO, as well as a detailed reconciliation of our GAAP net loss to Company-defined FFO.
|
(5)
|
Included in our NAREIT-defined adjustments are real estate-related depreciation and amortization.
|
(6)
|
Included in our Company-defined adjustments are acquisition expense reimbursements, which reflects amounts reimbursable to the Advisor for all expenses incurred by the Advisor and its affiliates on our behalf in connection with the selection, acquisition, development or origination of an asset.
|
(7)
|
Reflects gross offering proceeds raised from our public and private offerings.
|
|
|
For the Nine Months Ended
September 30, |
|
For the Period
From Inception (August 12, 2014) to September 30, 2018 |
||||||||
(in thousands, except per share data)
|
|
2018
|
|
2017
|
|
|||||||
GAAP net (loss) income attributable to common stockholders
|
|
$
|
(2,972
|
)
|
|
$
|
102
|
|
|
$
|
(2,944
|
)
|
GAAP net (loss) income per common share
|
|
$
|
(0.45
|
)
|
|
$
|
0.39
|
|
|
$
|
(2.12
|
)
|
Reconciliation of GAAP net (loss) income to NAREIT FFO:
|
|
|
|
|
|
|
||||||
GAAP net (loss) income attributable to common stockholders
|
|
$
|
(2,972
|
)
|
|
$
|
102
|
|
|
$
|
(2,944
|
)
|
Add NAREIT-defined adjustments:
|
|
|
|
|
|
|
||||||
Real estate-related depreciation and amortization
|
|
1,798
|
|
|
—
|
|
|
1,798
|
|
|||
NAREIT FFO attributable to common stockholders
|
|
$
|
(1,174
|
)
|
|
$
|
102
|
|
|
$
|
(1,146
|
)
|
NAREIT FFO per common share
|
|
$
|
(0.18
|
)
|
|
$
|
0.39
|
|
|
$
|
(0.82
|
)
|
Reconciliation of NAREIT FFO to Company-defined FFO:
|
|
|
|
|
|
|
||||||
NAREIT FFO attributable to common stockholders
|
|
$
|
(1,174
|
)
|
|
$
|
102
|
|
|
$
|
(1,146
|
)
|
Add Company-defined adjustments:
|
|
|
|
|
|
|
||||||
Acquisition expense reimbursements
|
|
3,460
|
|
|
—
|
|
|
3,460
|
|
|||
Advisory fee—performance component
|
|
401
|
|
|
—
|
|
|
401
|
|
|||
Company-defined FFO attributable to common stockholders
|
|
$
|
2,687
|
|
|
$
|
102
|
|
|
$
|
2,715
|
|
Company-defined FFO per common share
|
|
$
|
0.41
|
|
|
$
|
0.39
|
|
|
$
|
1.95
|
|
Reconciliation of Company-defined FFO to MFFO:
|
|
|
|
|
|
|
||||||
Company-defined FFO attributable to common stockholders
|
|
$
|
2,687
|
|
|
$
|
102
|
|
|
$
|
2,715
|
|
Deduct MFFO adjustments:
|
|
|
|
|
|
|
||||||
Straight-line rent and amortization of above/below-market leases
|
|
(1,097
|
)
|
|
—
|
|
|
(1,097
|
)
|
|||
Advisory fee—performance component
|
|
(401
|
)
|
|
—
|
|
|
(401
|
)
|
|||
MFFO attributable to common stockholders
|
|
$
|
1,189
|
|
|
$
|
102
|
|
|
$
|
1,217
|
|
MFFO per common share
|
|
$
|
0.18
|
|
|
$
|
0.39
|
|
|
$
|
0.87
|
|
Weighted-average shares outstanding
|
|
6,594
|
|
|
258
|
|
|
1,391
|
|
•
|
FEES AND EXPENSES PAYABLE TO THE ADVISOR, THE DEALER MANAGER AND THEIR AFFILIATES
|
|
|
For the Nine Months Ended
September 30, |
|
Payable as of
|
||||||||||||
|
|
|
September 30,
2018 |
|
December 31,
2017 |
(in thousands)
|
|
2018
|
|
2017
|
|
|
||||||||||
Selling commissions—the Dealer Manager
|
|
$
|
2,508
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Dealer manager fees—the Dealer Manager
|
|
2,559
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Offering costs—the Advisor or its affiliates, including the Dealer Manager (1)
|
|
7,585
|
|
|
187
|
|
|
8,434
|
|
|
849
|
|
||||
Distribution fees—the Dealer Manager (2)
|
|
4,545
|
|
|
—
|
|
|
4,568
|
|
|
402
|
|
||||
Organization costs—the Advisor or its affiliates, including the Dealer Manager (1)
|
|
—
|
|
|
78
|
|
|
78
|
|
|
78
|
|
||||
Advisory fee—the Advisor
|
|
859
|
|
|
—
|
|
|
502
|
|
|
—
|
|
||||
Acquisition expense reimbursements—the Advisor (3)
|
|
3,460
|
|
|
—
|
|
|
2,910
|
|
|
—
|
|
||||
Other expense reimbursements—the Advisor (4)
|
|
907
|
|
|
—
|
|
|
242
|
|
|
59
|
|
||||
Total
|
|
$
|
22,423
|
|
|
$
|
265
|
|
|
$
|
16,734
|
|
|
$
|
1,388
|
|
|
(1)
|
As of
September 30, 2018
, the Advisor had incurred
$12.2 million
of offering costs and
$0.1 million
of organization costs on our behalf.
|
(2)
|
The distribution fees accrue daily and are payable monthly in arrears. The monthly amount of distribution fees payable is included in distributions payable on the condensed consolidated balance sheets. Additionally, we accrue for future 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. The Dealer Manager will reallow the distribution fees to participating broker dealers and broker dealers servicing accounts of investors who own Class T shares and/or Class W shares.
|
(3)
|
Reflects amounts reimbursable to the Advisor for all expenses incurred by the Advisor and its affiliates on our behalf in connection with the selection, acquisition, development or origination of an asset.
|
(4)
|
Other expense reimbursements include certain expenses incurred in connection with the services provided to us under the amended and restated advisory agreement, dated August 12, 2018, by and among us, the Operating Partnership, and the Advisor. These reimbursements include a portion of compensation expenses of individual employees of the Advisor, including certain of our named executive officers, of the Advisor related to services for which the Advisor does not otherwise receive a separate fee. We reimbursed the Advisor approximately $0.2 million and $0.6 million for the
three and nine
months ended
September 30, 2018
, respectively, for such compensation expenses. There were no amounts reimbursed to the Advisor for the
three and nine
months ended
September 30, 2017
. 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.
|
|
|
Nine Months Ended
September 30, |
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Fees deferred
|
|
$
|
458
|
|
|
$
|
—
|
|
Other expenses supported
|
|
3,358
|
|
|
1,160
|
|
||
Total expense support from Advisor (1)
|
|
$
|
3,816
|
|
|
$
|
1,160
|
|
|
(1)
|
As of September 30, 2018, approximately $0.5 million of expense support was payable to us by the Advisor.
|
•
|
EXPERTS
|
•
|
QUARTERLY REPORT ON FOR THE QUARTER ENDED SEPTEMBER 30, 2018
|
|
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Maryland
|
|
47-1592886
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
||
518 Seventeenth Street, 17th Floor
Denver, CO
|
|
80202
|
(Address of principal executive offices)
|
|
(Zip code)
|
|
Large accelerated filer
|
¨
|
Accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
|
|
|
|
|
|
Non-accelerated filer
|
x
|
|
Emerging growth company
|
x
|
|
|
|
|
|
|
|
|
Page
|
|
||
Item 1.
|
|
|
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
||
Item 1A.
|
||
Item 2.
|
||
Item 6.
|
|
|
As of
|
||||||
(in thousands, except per share data)
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
|
||||
Net investment in real estate properties
|
|
$
|
149,990
|
|
|
$
|
—
|
|
Cash and cash equivalents
|
|
13,873
|
|
|
10,565
|
|
||
Restricted cash
|
|
164
|
|
|
481
|
|
||
Straight-line and tenant receivables
|
|
800
|
|
|
—
|
|
||
Prepaid expenses
|
|
369
|
|
|
420
|
|
||
Due from affiliates
|
|
408
|
|
|
191
|
|
||
Debt issuance costs related to line of credit, net of amortization
|
|
1,311
|
|
|
887
|
|
||
Acquisition deposits
|
|
2,500
|
|
|
—
|
|
||
Other assets
|
|
33
|
|
|
4
|
|
||
Total assets
|
|
$
|
169,448
|
|
|
$
|
12,548
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
|
$
|
1,301
|
|
|
$
|
210
|
|
Line of credit
|
|
46,000
|
|
|
—
|
|
||
Notes payable to stockholders, net of debt issuance costs
|
|
376
|
|
|
353
|
|
||
Due to affiliates
|
|
11,867
|
|
|
929
|
|
||
Distributions payable
|
|
554
|
|
|
56
|
|
||
Distribution fees payable to affiliates
|
|
4,471
|
|
|
394
|
|
||
Other liabilities
|
|
2,017
|
|
|
—
|
|
||
Total liabilities
|
|
66,586
|
|
|
1,942
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
||||
Equity
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, $0.01 par value - 200,000 shares authorized, none issued and outstanding
|
|
—
|
|
|
—
|
|
||
Class T common stock, $0.01 par value per share - 1,200,000 shares authorized, 11,823 and 976 shares issued and outstanding, respectively
|
|
118
|
|
|
10
|
|
||
Class W common stock, $0.01 par value per share - 75,000 shares authorized, 56 and 6 shares issued and outstanding, respectively
|
|
1
|
|
|
—
|
|
||
Class I common stock, $0.01 par value per share - 225,000 shares authorized, 313 and 256 shares issued and outstanding, respectively
|
|
3
|
|
|
2
|
|
||
Additional paid-in capital
|
|
108,195
|
|
|
10,859
|
|
||
Accumulated deficit
|
|
(5,456
|
)
|
|
(266
|
)
|
||
Total stockholders’ equity
|
|
102,861
|
|
|
10,605
|
|
||
Noncontrolling interests
|
|
1
|
|
|
1
|
|
||
Total equity
|
|
102,862
|
|
|
10,606
|
|
||
Total liabilities and equity
|
|
$
|
169,448
|
|
|
$
|
12,548
|
|
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
(in thousands, except per share data)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Rental revenues
|
|
$
|
2,429
|
|
|
$
|
—
|
|
|
$
|
3,312
|
|
|
$
|
—
|
|
Total revenues
|
|
2,429
|
|
|
—
|
|
|
3,312
|
|
|
—
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Rental expenses
|
|
498
|
|
|
—
|
|
|
654
|
|
|
—
|
|
||||
Real estate-related depreciation and amortization
|
|
1,271
|
|
|
—
|
|
|
1,798
|
|
|
—
|
|
||||
General and administrative expenses
|
|
325
|
|
|
299
|
|
|
1,021
|
|
|
857
|
|
||||
Organization expenses, related party
|
|
—
|
|
|
78
|
|
|
—
|
|
|
78
|
|
||||
Advisory fees, related party
|
|
525
|
|
|
—
|
|
|
859
|
|
|
—
|
|
||||
Acquisition expense reimbursements, related party
|
|
1,465
|
|
|
—
|
|
|
3,460
|
|
|
—
|
|
||||
Other expense reimbursements, related party
|
|
335
|
|
|
—
|
|
|
907
|
|
|
—
|
|
||||
Total operating expenses
|
|
4,419
|
|
|
377
|
|
|
8,699
|
|
|
935
|
|
||||
Operating loss
|
|
(1,990
|
)
|
|
(377
|
)
|
|
(5,387
|
)
|
|
(935
|
)
|
||||
Other expenses:
|
|
|
|
|
|
|
|
|
||||||||
Interest expense and other
|
|
894
|
|
|
56
|
|
|
1,401
|
|
|
123
|
|
||||
Total other expenses
|
|
894
|
|
|
56
|
|
|
1,401
|
|
|
123
|
|
||||
Total expenses before expense support
|
|
5,313
|
|
|
433
|
|
|
10,100
|
|
|
1,058
|
|
||||
Total expense support from the Advisor
|
|
1,354
|
|
|
469
|
|
|
3,816
|
|
|
1,160
|
|
||||
Net (expenses) income after expense support
|
|
(3,959
|
)
|
|
36
|
|
|
(6,284
|
)
|
|
102
|
|
||||
Net (loss) income
|
|
(1,530
|
)
|
|
36
|
|
|
(2,972
|
)
|
|
102
|
|
||||
Net (loss) income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net (loss) income attributable to common stockholders
|
|
$
|
(1,530
|
)
|
|
$
|
36
|
|
|
$
|
(2,972
|
)
|
|
$
|
102
|
|
Weighted-average shares outstanding
|
|
10,491
|
|
|
260
|
|
|
6,594
|
|
|
258
|
|
||||
Net (loss) income per common share - basic and diluted
|
|
$
|
(0.15
|
)
|
|
$
|
0.14
|
|
|
$
|
(0.45
|
)
|
|
$
|
0.39
|
|
|
|
Stockholders’ Equity
|
|
|
|
|
|||||||||||||||||
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated
Deficit |
|
Noncontrolling
Interests |
|
Total
Equity |
|||||||||||||
(in thousands)
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance as of December 31, 2017
|
|
1,238
|
|
|
$
|
12
|
|
|
$
|
10,859
|
|
|
$
|
(266
|
)
|
|
$
|
1
|
|
|
$
|
10,606
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,972
|
)
|
|
—
|
|
|
(2,972
|
)
|
|||||
Issuance of common stock
|
|
10,954
|
|
|
110
|
|
|
114,535
|
|
|
—
|
|
|
—
|
|
|
114,645
|
|
|||||
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs
|
|
—
|
|
|
—
|
|
|
(12,652
|
)
|
|
—
|
|
|
—
|
|
|
(12,652
|
)
|
|||||
Trailing distribution fees
|
|
—
|
|
|
—
|
|
|
(4,545
|
)
|
|
469
|
|
|
—
|
|
|
(4,076
|
)
|
|||||
Redemptions of common stock
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Distributions to stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,687
|
)
|
|
—
|
|
|
(2,687
|
)
|
|||||
Balance as of September 30, 2018
|
|
12,192
|
|
|
$
|
122
|
|
|
$
|
108,195
|
|
|
$
|
(5,456
|
)
|
|
$
|
1
|
|
|
$
|
102,862
|
|
|
|
For the Nine Months Ended
September 30, |
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Operating activities:
|
|
|
|
|
||||
Net (loss) income
|
|
$
|
(2,972
|
)
|
|
$
|
102
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
||||
Real estate-related depreciation and amortization
|
|
1,798
|
|
|
—
|
|
||
Straight-line rent and amortization of above- and below-market leases
|
|
(1,097
|
)
|
|
—
|
|
||
Amortization of debt issuance costs
|
|
384
|
|
|
51
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Prepaid expenses and other assets
|
|
(4
|
)
|
|
191
|
|
||
Accounts payable and accrued liabilities
|
|
901
|
|
|
75
|
|
||
Due from / to affiliates, net
|
|
3,134
|
|
|
(19
|
)
|
||
Net cash provided by operating activities
|
|
2,144
|
|
|
400
|
|
||
Investing activities:
|
|
|
|
|
||||
Real estate acquisitions
|
|
(148,918
|
)
|
|
—
|
|
||
Acquisition deposits
|
|
(2,500
|
)
|
|
—
|
|
||
Capital expenditures
|
|
(338
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
|
(151,756
|
)
|
|
—
|
|
||
Financing activities:
|
|
|
|
|
||||
Proceeds from line of credit
|
|
78,500
|
|
|
—
|
|
||
Repayments of line of credit
|
|
(32,500
|
)
|
|
—
|
|
||
Debt issuance costs paid
|
|
(785
|
)
|
|
(960
|
)
|
||
Proceeds from issuance of common stock
|
|
108,543
|
|
|
—
|
|
||
Distributions paid to common stockholders
|
|
(774
|
)
|
|
(70
|
)
|
||
Distribution fees paid to affiliates
|
|
(379
|
)
|
|
—
|
|
||
Redemptions of common stock
|
|
(2
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
|
152,603
|
|
|
(1,030
|
)
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
2,991
|
|
|
(630
|
)
|
||
Cash, cash equivalents and restricted cash, at beginning of period
|
|
11,046
|
|
|
2,121
|
|
||
Cash, cash equivalents and restricted cash, at end of period
|
|
$
|
14,037
|
|
|
$
|
1,491
|
|
Land
|
Not depreciated
|
Building
|
20 to 40 years
|
Building and land improvements
|
5 to 20 years
|
Tenant improvements
|
Lesser of useful life or lease term
|
Lease commissions
|
Over lease term
|
Intangible lease assets
|
Over lease term
|
Above-market lease assets
|
Over lease term
|
Below-market lease liabilities
|
Over lease term, including below-market fixed-rate renewal options
|
($ in thousands)
|
|
Acquisition Date
|
|
Number of Buildings
|
|
Total Purchase Price (1)
|
||
2018 Acquisitions:
|
|
|
|
|
|
|
||
Ontario Industrial Center
|
|
2/26/2018
|
|
1
|
|
$
|
10,595
|
|
Pompano Industrial Center
|
|
4/11/2018
|
|
1
|
|
7,423
|
|
|
Ontario Distribution Center
|
|
5/17/2018
|
|
1
|
|
30,758
|
|
|
Park 429 Logistics Center
|
|
6/7/2018
|
|
2
|
|
44,882
|
|
|
Pescadero Distribution Center
|
|
6/20/2018
|
|
1
|
|
45,623
|
|
|
Gothard Industrial Center
|
|
6/25/2018
|
|
1
|
|
10,096
|
|
|
Total 2018 Acquisitions
|
|
|
|
7
|
|
$
|
149,377
|
|
|
(1)
|
Total purchase price is equal to the total consideration paid.
|
(in thousands)
|
|
For the Nine Months Ended
September 30, 2018 |
||
Land
|
|
$
|
41,638
|
|
Building
|
|
98,155
|
|
|
Intangible lease assets
|
|
11,338
|
|
|
Above-market lease assets
|
|
131
|
|
|
Below-market lease liabilities
|
|
(1,885
|
)
|
|
Total purchase price (1)
|
|
$
|
149,377
|
|
|
(1)
|
Total purchase price is equal to the total consideration paid.
|
|
|
As of
|
||||||
(in thousands)
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Land
|
|
$
|
41,638
|
|
|
$
|
—
|
|
Building and improvements
|
|
98,180
|
|
|
—
|
|
||
Intangible lease assets
|
|
11,597
|
|
|
—
|
|
||
Construction in progress
|
|
380
|
|
|
—
|
|
||
Investment in real estate properties
|
|
151,795
|
|
|
—
|
|
||
Less accumulated depreciation and amortization
|
|
(1,805
|
)
|
|
—
|
|
||
Net investment in real estate properties
|
|
$
|
149,990
|
|
|
$
|
—
|
|
|
|
As of September 30, 2018
|
|
As of December 31, 2017
|
||||||||||||||||||||
(in thousands)
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||||||||
Intangible lease assets (1)
|
|
$
|
11,466
|
|
|
$
|
(718
|
)
|
|
$
|
10,748
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Above-market lease assets (1)
|
|
131
|
|
|
(7
|
)
|
|
124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Below-market lease liabilities (2)
|
|
(1,885
|
)
|
|
379
|
|
|
(1,506
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
Included in net investment in real estate properties on the condensed consolidated balance sheets.
|
(2)
|
Included in other liabilities on the condensed consolidated balance sheets.
|
(in thousands)
|
|
Future Minimum Base
Rental Payments |
||
Remainder of 2018
|
|
$
|
1,618
|
|
2019
|
|
7,164
|
|
|
2020
|
|
6,927
|
|
|
2021
|
|
7,050
|
|
|
2022
|
|
7,338
|
|
|
Thereafter
|
|
18,492
|
|
|
Total
|
|
$
|
48,589
|
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Increase (Decrease) to Rental Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Straight-line rent adjustments
|
|
$
|
535
|
|
|
$
|
—
|
|
|
$
|
725
|
|
|
$
|
—
|
|
Above-market lease amortization
|
|
(6
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||
Below-market lease amortization
|
|
181
|
|
|
—
|
|
|
379
|
|
|
—
|
|
||||
Real Estate-Related Depreciation and Amortization:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation expense
|
|
$
|
773
|
|
|
$
|
—
|
|
|
$
|
1,080
|
|
|
$
|
—
|
|
Intangible lease asset amortization
|
|
498
|
|
|
—
|
|
|
718
|
|
|
—
|
|
|
|
As of September 30, 2018
|
|
As of December 31, 2017
|
||||||||||||
(in thousands)
|
|
Carrying
Value |
|
Fair
Value |
|
Carrying
Value |
|
Fair
Value |
||||||||
Line of credit
|
|
$
|
46,000
|
|
|
$
|
46,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Notes payable to stockholders
|
|
376
|
|
|
376
|
|
|
376
|
|
|
376
|
|
(in thousands)
|
|
Class T
|
|
Class W
|
|
Class I
|
|
Notes to
Stockholders |
|
Total
|
||||||||||
Amount of gross proceeds raised:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
$
|
122,721
|
|
|
$
|
493
|
|
|
$
|
2,533
|
|
|
$
|
—
|
|
|
$
|
125,747
|
|
DRIP
|
|
1,001
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|
1,088
|
|
|||||
Private offering
|
|
62
|
|
|
—
|
|
|
62
|
|
|
376
|
|
|
500
|
|
|||||
Total offering
|
|
$
|
123,784
|
|
|
$
|
493
|
|
|
$
|
2,682
|
|
|
$
|
376
|
|
|
$
|
127,335
|
|
Number of shares issued:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
11,716
|
|
|
50
|
|
|
274
|
|
|
—
|
|
|
12,040
|
|
|||||
DRIP
|
|
100
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
109
|
|
|||||
Private offering
|
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
14
|
|
|||||
Stock dividends
|
|
—
|
|
|
6
|
|
|
3
|
|
|
—
|
|
|
9
|
|
|||||
Total offering
|
|
11,823
|
|
|
56
|
|
|
293
|
|
|
—
|
|
|
12,172
|
|
(in thousands)
|
|
Class T
Shares |
|
Class W
Shares |
|
Class I
Shares (1) |
|
Total
Shares |
||||
Balance as of December 31, 2017
|
|
976
|
|
|
6
|
|
|
256
|
|
|
1,238
|
|
Issuance of common stock:
|
|
|
|
|
|
|
|
|
||||
Primary shares
|
|
10,748
|
|
|
50
|
|
|
53
|
|
|
10,851
|
|
DRIP
|
|
99
|
|
|
—
|
|
|
4
|
|
|
103
|
|
Redemptions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Balance as of September 30, 2018
|
|
11,823
|
|
|
56
|
|
|
313
|
|
|
12,192
|
|
|
(1)
|
Includes
20,000
Class I shares sold to BCI IV Advisors LLC (the “Advisor”) in November 2014.
|
|
|
Amount
|
||||||||||||||||||
(in thousands,
except per share data) |
|
Declared per
Common Share (1) |
|
Paid
in Cash |
|
Reinvested
in Shares |
|
Distribution
Fees (2) |
|
Gross
Distributions (3) |
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
September 30
|
|
$
|
0.13625
|
|
|
$
|
496
|
|
|
$
|
681
|
|
|
$
|
255
|
|
|
$
|
1,432
|
|
June 30
|
|
0.13625
|
|
|
305
|
|
|
399
|
|
|
147
|
|
|
851
|
|
|||||
March 31
|
|
0.13625
|
|
|
140
|
|
|
197
|
|
|
67
|
|
|
404
|
|
|||||
Total
|
|
$
|
0.40875
|
|
|
$
|
941
|
|
|
$
|
1,277
|
|
|
$
|
469
|
|
|
$
|
2,687
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31
|
|
$
|
0.13625
|
|
|
$
|
45
|
|
|
$
|
44
|
|
|
$
|
12
|
|
|
$
|
101
|
|
September 30
|
|
0.13625
|
|
|
25
|
|
|
11
|
|
|
—
|
|
|
36
|
|
|||||
June 30
|
|
0.12950
|
|
|
23
|
|
|
10
|
|
|
—
|
|
|
33
|
|
|||||
March 31
|
|
0.12950
|
|
|
23
|
|
|
10
|
|
|
—
|
|
|
33
|
|
|||||
Total
|
|
$
|
0.53150
|
|
|
$
|
116
|
|
|
$
|
75
|
|
|
$
|
12
|
|
|
$
|
203
|
|
|
(1)
|
Amounts reflect the quarterly distribution rate authorized by the Company’s board of directors per Class T share, per Class W share, and per Class I share of common stock. Commencing with the third quarter of 2017, distributions were declared and paid as of monthly record dates. These monthly distributions have been aggregated and presented on a quarterly basis. The distributions on Class T shares and Class W shares of common stock 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 initial public offering only. Refer to “
Note 8
” for further detail regarding distribution fees.
|
(3)
|
Gross distributions are total distributions before the deduction of any distribution fees relating to Class T shares and Class W shares.
|
|
|
For the Nine Months Ended
September 30, |
||||||
|
|
2018
|
|
2017
|
||||
Number of eligible shares redeemed
|
|
243
|
|
|
—
|
|
||
Aggregate dollar amount of shares redeemed
|
|
$
|
2,315
|
|
|
$
|
—
|
|
Average redemption price per share
|
|
$
|
9.53
|
|
|
$
|
—
|
|
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
|
Payable as of
|
||||||||||||||||||
|
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||||||||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
|
||||||||||||||
Expensed:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Organization costs (1)
|
|
$
|
—
|
|
|
$
|
78
|
|
|
$
|
—
|
|
|
$
|
78
|
|
|
$
|
78
|
|
|
$
|
78
|
|
Advisory fee—fixed component
|
|
299
|
|
|
—
|
|
|
458
|
|
|
—
|
|
|
100
|
|
|
—
|
|
||||||
Advisory fee—performance component
|
|
226
|
|
|
—
|
|
|
401
|
|
|
—
|
|
|
402
|
|
|
—
|
|
||||||
Acquisition expense reimbursements (2)
|
|
1,465
|
|
|
—
|
|
|
3,460
|
|
|
—
|
|
|
2,910
|
|
|
—
|
|
||||||
Other expense reimbursements (3)
|
|
335
|
|
|
—
|
|
|
907
|
|
|
—
|
|
|
242
|
|
|
59
|
|
||||||
Total
|
|
$
|
2,325
|
|
|
$
|
78
|
|
|
$
|
5,226
|
|
|
$
|
78
|
|
|
$
|
3,732
|
|
|
$
|
137
|
|
Additional Paid-In Capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selling commissions
|
|
$
|
1,129
|
|
|
$
|
—
|
|
|
$
|
2,508
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Dealer manager fees
|
|
1,029
|
|
|
—
|
|
|
2,559
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Offering costs (1)
|
|
3,263
|
|
|
187
|
|
|
7,585
|
|
|
187
|
|
|
8,434
|
|
|
849
|
|
||||||
Distribution fees—current (4)
|
|
255
|
|
|
—
|
|
|
468
|
|
|
—
|
|
|
97
|
|
|
8
|
|
||||||
Distribution fees—trailing (4)
|
|
1,705
|
|
|
—
|
|
|
4,077
|
|
|
—
|
|
|
4,471
|
|
|
394
|
|
||||||
Total
|
|
$
|
7,381
|
|
|
$
|
187
|
|
|
$
|
17,197
|
|
|
$
|
187
|
|
|
$
|
13,002
|
|
|
$
|
1,251
|
|
|
(1)
|
As of
September 30, 2018
, the Advisor had incurred
$12.2 million
of offering costs and
$0.1 million
of organization costs on behalf of the Company.
|
(2)
|
Reflects amounts reimbursable to the Advisor for all expenses incurred by the Advisor and its affiliates on the Company’s behalf in connection with the selection, acquisition, development or origination of an asset.
|
(3)
|
Other expense reimbursements include certain expenses incurred in connection with the services provided to the Company under the amended and restated advisory agreement, dated June 13, 2018, by and among the Company, BCI IV Operating Partnership LP (the “Operating Partnership”), and the Advisor. 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. The Company reimbursed the Advisor approximately
$0.2 million
and
$0.6 million
for the
three and nine
months ended
September 30, 2018
, respectively, for such compensation expenses. There were
no
amounts reimbursed to the Advisor for the
three and nine
months ended
September 30, 2017
. 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.
|
(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. The Dealer Manager will reallow the distribution fees to 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
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Fees deferred
|
|
$
|
299
|
|
|
$
|
—
|
|
|
$
|
458
|
|
|
$
|
—
|
|
Other expenses supported
|
|
1,055
|
|
|
469
|
|
|
3,358
|
|
|
1,160
|
|
||||
Total expense support from Advisor (1)
|
|
$
|
1,354
|
|
|
$
|
469
|
|
|
$
|
3,816
|
|
|
$
|
1,160
|
|
|
(1)
|
As of
September 30, 2018
, approximately
$0.5 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.
|
|
|
For the Nine Months Ended
September 30, |
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Distributions payable
|
|
$
|
554
|
|
|
$
|
22
|
|
Distribution fees payable to affiliates
|
|
4,471
|
|
|
—
|
|
||
Distributions reinvested in common stock
|
|
1,035
|
|
|
31
|
|
||
Accrued offering costs due to the Advisor
|
|
8,434
|
|
|
187
|
|
||
Accrued acquisition expense reimbursements due to the Advisor
|
|
2,910
|
|
|
—
|
|
||
Non-cash capital expenditures
|
|
192
|
|
|
—
|
|
||
Non-cash selling commissions and dealer manager fees
|
|
5,067
|
|
|
—
|
|
|
|
For the Nine Months Ended
September 30, |
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Beginning of period:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
10,565
|
|
|
$
|
1,640
|
|
Restricted cash
|
|
481
|
|
|
481
|
|
||
Cash, cash equivalents and restricted cash
|
|
$
|
11,046
|
|
|
$
|
2,121
|
|
End of period:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
13,873
|
|
|
$
|
1,010
|
|
Restricted cash
|
|
164
|
|
|
481
|
|
||
Cash, cash equivalents and restricted cash
|
|
$
|
14,037
|
|
|
$
|
1,491
|
|
(in thousands)
|
|
Class T
|
|
Class W
|
|
Class I
|
|
Notes to
Stockholders |
|
Total
|
||||||||||
Amount of gross proceeds raised:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
$
|
157,151
|
|
|
$
|
1,313
|
|
|
$
|
2,614
|
|
|
$
|
—
|
|
|
$
|
161,078
|
|
DRIP
|
|
1,559
|
|
|
4
|
|
|
100
|
|
|
—
|
|
|
1,663
|
|
|||||
Private offering
|
|
62
|
|
|
—
|
|
|
62
|
|
|
376
|
|
|
500
|
|
|||||
Total offering
|
|
$
|
158,772
|
|
|
$
|
1,317
|
|
|
$
|
2,776
|
|
|
$
|
376
|
|
|
$
|
163,241
|
|
Number of shares issued:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
14,994
|
|
|
131
|
|
|
283
|
|
|
—
|
|
|
15,408
|
|
|||||
DRIP
|
|
156
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
166
|
|
|||||
Private offering
|
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
14
|
|
|||||
Stock dividends
|
|
—
|
|
|
6
|
|
|
3
|
|
|
—
|
|
|
9
|
|
|||||
Total offering
|
|
15,157
|
|
|
137
|
|
|
303
|
|
|
—
|
|
|
15,597
|
|
•
|
Our ability to raise capital and effectively deploy the proceeds raised in our initial public offering in accordance with our investment strategy and objectives;
|
•
|
The failure of properties to perform as we expect;
|
•
|
Risks associated with acquisitions, dispositions and development of properties;
|
•
|
Our failure to successfully integrate acquired properties and operations;
|
•
|
Unexpected delays or increased costs associated with any development projects;
|
•
|
The availability of cash flows from operating activities for distributions and capital expenditures;
|
•
|
Defaults on or non-renewal of leases by customers, lease renewals at lower than expected rent, or failure to lease properties at all or on favorable rents and terms;
|
•
|
Difficulties in economic conditions generally and the real estate, debt, and securities markets specifically;
|
•
|
Legislative or regulatory changes, including changes to the laws governing the taxation of real estate investment trusts (“REITs”);
|
•
|
Our failure to obtain, renew, or extend necessary financing or access the debt or equity markets;
|
•
|
Conflicts of interest arising out of our relationships with the Sponsor, the Advisor, and their affiliates;
|
•
|
Risks associated with using debt to fund our business activities, including re-financing and interest rate risks;
|
•
|
Increases in interest rates, operating costs, or greater than expected capital expenditures;
|
•
|
Changes to GAAP; and
|
•
|
Our ability to continue to qualify as a REIT.
|
•
|
preserving and protecting our stockholders’ capital contributions;
|
•
|
providing current income to our stockholders in the form of regular cash distributions; and
|
•
|
realizing capital appreciation upon the potential sale of our assets or other liquidity events.
|
(in thousands)
|
|
As of
September 30, 2018 |
||
Real estate properties
|
|
$
|
153,450
|
|
Cash and other assets, net of other liabilities
|
|
15,041
|
|
|
Debt obligations
|
|
(46,000
|
)
|
|
Aggregate Fund NAV
|
|
$
|
122,491
|
|
Total Fund Interests outstanding
|
|
12,192
|
|
(in thousands, except per Fund Interest data)
|
|
Total
|
|
Class T
Shares |
|
Class W
Shares |
|
Class I
Shares |
||||||||
As of September 30, 2018
|
|
|
|
|
|
|
|
|
||||||||
Monthly NAV
|
|
$
|
122,491
|
|
|
$
|
118,786
|
|
|
$
|
558
|
|
|
$
|
3,147
|
|
Fund Interests outstanding
|
|
12,192
|
|
|
11,823
|
|
|
56
|
|
|
313
|
|
||||
NAV Per Fund Interest
|
|
$
|
10.0469
|
|
|
$
|
10.0469
|
|
|
$
|
10.0469
|
|
|
$
|
10.0469
|
|
|
|
Weighted-Average
Rates |
|
Exit capitalization rate
|
|
5.30
|
%
|
Discount rate / internal rate of return
|
|
6.14
|
%
|
|
|
For the Three Months Ended
September 30, |
|
|
|
For the Nine Months Ended
September 30, |
|
|
||||||||||||||||
(in thousands, except per share data)
|
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||||
Net operating income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total rental revenues
|
|
$
|
2,429
|
|
|
$
|
—
|
|
|
$
|
2,429
|
|
|
$
|
3,312
|
|
|
$
|
—
|
|
|
$
|
3,312
|
|
Total rental expenses
|
|
(498
|
)
|
|
—
|
|
|
(498
|
)
|
|
(654
|
)
|
|
—
|
|
|
(654
|
)
|
||||||
Total net operating income
|
|
1,931
|
|
|
—
|
|
|
1,931
|
|
|
2,658
|
|
|
—
|
|
|
2,658
|
|
||||||
Other (expenses) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Real estate-related depreciation and amortization
|
|
(1,271
|
)
|
|
—
|
|
|
(1,271
|
)
|
|
(1,798
|
)
|
|
—
|
|
|
(1,798
|
)
|
||||||
General and administrative expenses
|
|
(325
|
)
|
|
(299
|
)
|
|
(26
|
)
|
|
(1,021
|
)
|
|
(857
|
)
|
|
(164
|
)
|
||||||
Organization expenses, related party
|
|
—
|
|
|
(78
|
)
|
|
78
|
|
|
—
|
|
|
(78
|
)
|
|
78
|
|
||||||
Advisory fees, related party
|
|
(525
|
)
|
|
—
|
|
|
(525
|
)
|
|
(859
|
)
|
|
—
|
|
|
(859
|
)
|
||||||
Acquisition expense reimbursements, related party
|
|
(1,465
|
)
|
|
—
|
|
|
(1,465
|
)
|
|
(3,460
|
)
|
|
—
|
|
|
(3,460
|
)
|
||||||
Other expense reimbursements, related party
|
|
(335
|
)
|
|
—
|
|
|
(335
|
)
|
|
(907
|
)
|
|
—
|
|
|
(907
|
)
|
||||||
Interest expense and other
|
|
(894
|
)
|
|
(56
|
)
|
|
(838
|
)
|
|
(1,401
|
)
|
|
(123
|
)
|
|
(1,278
|
)
|
||||||
Total expense support from the Advisor
|
|
1,354
|
|
|
469
|
|
|
885
|
|
|
3,816
|
|
|
1,160
|
|
|
2,656
|
|
||||||
Total other (expenses) income
|
|
(3,461
|
)
|
|
36
|
|
|
(3,497
|
)
|
|
(5,630
|
)
|
|
102
|
|
|
(5,732
|
)
|
||||||
Net (loss) income
|
|
(1,530
|
)
|
|
36
|
|
|
(1,566
|
)
|
|
(2,972
|
)
|
|
102
|
|
|
(3,074
|
)
|
||||||
Net (loss) income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net (loss) income attributable to common stockholders
|
|
$
|
(1,530
|
)
|
|
$
|
36
|
|
|
$
|
(1,566
|
)
|
|
$
|
(2,972
|
)
|
|
$
|
102
|
|
|
$
|
(3,074
|
)
|
Weighted-average shares outstanding
|
|
10,491
|
|
|
260
|
|
|
10,231
|
|
|
6,594
|
|
|
258
|
|
|
6,336
|
|
||||||
Net (loss) income per common share - basic and diluted
|
|
$
|
(0.15
|
)
|
|
$
|
0.14
|
|
|
$
|
(0.29
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
0.39
|
|
|
$
|
(0.84
|
)
|
•
|
acquisition expense reimbursements due to the Advisor as a result of us commencing our acquisition phase in 2018;
|
•
|
real estate-related depreciation and amortization expense and advisory fees;
|
•
|
interest expense primarily related to the line of credit, as well as to notes payable to investors in our private offering;
|
•
|
other expense reimbursements due to the Advisor primarily relating to compensation for services provided by individual employees of the Advisor; and
|
•
|
general and administrative expenses that primarily consisted of compensation to our independent directors, accounting and legal expenses and other professional services incurred.
|
•
|
higher expense support from the Advisor pursuant to the expense support agreement.
|
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
|
For the Period
From Inception (August 12, 2014) to September 30, 2018 |
||||||||||||||
(in thousands, except per share data)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
|||||||||||
GAAP net (loss) income attributable to common stockholders
|
|
$
|
(1,530
|
)
|
|
$
|
36
|
|
|
$
|
(2,972
|
)
|
|
$
|
102
|
|
|
$
|
(2,944
|
)
|
GAAP net (loss) income per common share
|
|
$
|
(0.15
|
)
|
|
$
|
0.14
|
|
|
$
|
(0.45
|
)
|
|
$
|
0.39
|
|
|
$
|
(2.12
|
)
|
Reconciliation of GAAP net (loss) income to NAREIT FFO:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
GAAP net (loss) income attributable to common stockholders
|
|
$
|
(1,530
|
)
|
|
$
|
36
|
|
|
$
|
(2,972
|
)
|
|
$
|
102
|
|
|
$
|
(2,944
|
)
|
Add NAREIT-defined adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate-related depreciation and amortization
|
|
1,271
|
|
|
—
|
|
|
1,798
|
|
|
—
|
|
|
1,798
|
|
|||||
NAREIT FFO attributable to common stockholders
|
|
$
|
(259
|
)
|
|
$
|
36
|
|
|
$
|
(1,174
|
)
|
|
$
|
102
|
|
|
$
|
(1,146
|
)
|
NAREIT FFO per common share
|
|
$
|
(0.02
|
)
|
|
$
|
0.14
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.39
|
|
|
$
|
(0.82
|
)
|
Reconciliation of NAREIT FFO to Company-defined FFO:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NAREIT FFO attributable to common stockholders
|
|
$
|
(259
|
)
|
|
$
|
36
|
|
|
$
|
(1,174
|
)
|
|
$
|
102
|
|
|
$
|
(1,146
|
)
|
Add Company-defined adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisition expense reimbursements
|
|
1,465
|
|
|
—
|
|
|
3,460
|
|
|
—
|
|
|
3,460
|
|
|||||
Advisory fee—performance component
|
|
226
|
|
|
—
|
|
|
401
|
|
|
—
|
|
|
401
|
|
|||||
Company-defined FFO attributable to common stockholders
|
|
$
|
1,432
|
|
|
$
|
36
|
|
|
$
|
2,687
|
|
|
$
|
102
|
|
|
$
|
2,715
|
|
Company-defined FFO per common share
|
|
$
|
0.14
|
|
|
$
|
0.14
|
|
|
$
|
0.41
|
|
|
$
|
0.39
|
|
|
$
|
1.95
|
|
Reconciliation of Company-defined FFO to MFFO:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Company-defined FFO attributable to common stockholders
|
|
$
|
1,432
|
|
|
$
|
36
|
|
|
$
|
2,687
|
|
|
$
|
102
|
|
|
$
|
2,715
|
|
Deduct MFFO adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Straight-line rent and amortization of above/below-market leases
|
|
(710
|
)
|
|
—
|
|
|
(1,097
|
)
|
|
—
|
|
|
(1,097
|
)
|
|||||
Advisory fee—performance component
|
|
(226
|
)
|
|
—
|
|
|
(401
|
)
|
|
—
|
|
|
(401
|
)
|
|||||
MFFO attributable to common stockholders
|
|
$
|
496
|
|
|
$
|
36
|
|
|
$
|
1,189
|
|
|
$
|
102
|
|
|
$
|
1,217
|
|
MFFO per common share
|
|
$
|
0.05
|
|
|
$
|
0.14
|
|
|
$
|
0.18
|
|
|
$
|
0.39
|
|
|
$
|
0.87
|
|
Weighted-average shares outstanding
|
|
10,491
|
|
|
260
|
|
|
6,594
|
|
|
258
|
|
|
1,391
|
|
|
|
Source of Cash Distributions
|
|
|
||||||||||||||||||||||||||||
($ in thousands)
|
|
Provided by
Expense Support (1) |
|
Provided by
Operating Activities |
|
Proceeds
from Financing Activities |
|
Proceeds from
DRIP (2) |
|
Gross
Distributions (3) |
||||||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
September 30
|
|
$
|
751
|
|
|
52.4
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
681
|
|
|
47.6
|
%
|
|
$
|
1,432
|
|
June 30
|
|
452
|
|
|
53.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
399
|
|
|
46.9
|
|
|
851
|
|
|||||
March 31
|
|
207
|
|
|
51.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
197
|
|
|
48.8
|
|
|
404
|
|
|||||
Total
|
|
$
|
1,410
|
|
|
52.5
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
1,277
|
|
|
47.5
|
%
|
|
$
|
2,687
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31
|
|
$
|
57
|
|
|
56.4
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
44
|
|
|
43.6
|
%
|
|
$
|
101
|
|
September 30
|
|
25
|
|
|
69.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
30.6
|
|
|
36
|
|
|||||
June 30
|
|
23
|
|
|
69.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
30.3
|
|
|
33
|
|
|||||
March 31
|
|
23
|
|
|
69.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
30.3
|
|
|
33
|
|
|||||
Total
|
|
$
|
128
|
|
|
63.1
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
75
|
|
|
36.9
|
%
|
|
$
|
203
|
|
|
(1)
|
For the
nine
months ended
September 30, 2018
and for the year ended December 31, 2017, the Advisor provided expense support of
$3.8 million
and $1.7 million, respectively. Refer to Item 8, “Financial Statements and Supplementary Data” in our 2017 Form 10-K for a description of the expense support agreement.
|
(2)
|
Stockholders may elect to have cash distributions reinvested in shares of our common stock through our distribution reinvestment plan.
|
(3)
|
Gross distributions are total distributions before the deduction of any distribution fees relating to Class T shares and Class W shares issued in the primary portion of our initial public offering.
|
(in thousands)
|
|
Class T
|
|
Class W
|
|
Class I
|
|
Notes to
Stockholders |
|
Total
|
||||||||||
Amount of gross proceeds raised:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
$
|
157,151
|
|
|
$
|
1,313
|
|
|
$
|
2,614
|
|
|
$
|
—
|
|
|
$
|
161,078
|
|
DRIP
|
|
1,559
|
|
|
4
|
|
|
100
|
|
|
—
|
|
|
1,663
|
|
|||||
Private offering
|
|
62
|
|
|
—
|
|
|
62
|
|
|
376
|
|
|
500
|
|
|||||
Total offering
|
|
$
|
158,772
|
|
|
$
|
1,317
|
|
|
$
|
2,776
|
|
|
$
|
376
|
|
|
$
|
163,241
|
|
Number of shares issued:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
14,994
|
|
|
131
|
|
|
283
|
|
|
—
|
|
|
15,408
|
|
|||||
DRIP
|
|
156
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
166
|
|
|||||
Private offering
|
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
14
|
|
|||||
Stock dividends
|
|
—
|
|
|
6
|
|
|
3
|
|
|
—
|
|
|
9
|
|
|||||
Total offering
|
|
15,157
|
|
|
137
|
|
|
303
|
|
|
—
|
|
|
15,597
|
|
•
|
Overall investment objectives, strategy and criteria, including product type and style of investing (for example, core, core plus, value-add and opportunistic);
|
•
|
The general real property sector or debt investment allocation targets of each program and any targeted geographic concentration;
|
•
|
The cash requirements of each program;
|
•
|
The strategic proximity of the investment opportunity to other assets;
|
•
|
The effect of the acquisition on diversification of investments, including by type of property, geographic area, customers, size and risk;
|
•
|
The policy of each program relating to leverage of investments;
|
•
|
The effect of the acquisition on loan maturity profile;
|
•
|
The effect on lease expiration profile;
|
•
|
Customer concentration;
|
•
|
The effect of the acquisition on ability to comply with any restrictions on investments and indebtedness contained in applicable governing documents, SEC filings, contracts or applicable law or regulation;
|
•
|
The effect of the acquisition on the applicable entity’s intention not to be subject to regulation under the Investment Company Act;
|
•
|
Legal considerations, such as Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and Foreign Investment in Real Property Tax Act (“FIRPTA”), that may be applicable to specific investment platforms;
|
•
|
The financial attributes of the investment opportunity;
|
•
|
Availability of financing;
|
•
|
Cost of capital;
|
•
|
Ability to service any debt associated with the investment opportunity;
|
•
|
Risk return profiles;
|
•
|
Targeted distribution rates;
|
•
|
Anticipated future pipeline of suitable investments;
|
•
|
Expected holding period of the investment opportunity and the applicable entity’s remaining term;
|
•
|
Whether the applicable entity still is in its fundraising and acquisition stage, or has substantially invested the proceeds from its fundraising stage;
|
•
|
Whether the applicable entity was formed for the purpose of making a particular type of investment;
|
•
|
Affiliate and/or related party considerations;
|
•
|
The anticipated cash flow of the applicable entity and the asset;
|
•
|
Tax effects of the acquisition, including on REIT or partnership qualifications;
|
•
|
The size of the investment opportunity; and
|
•
|
The amount of funds available to each program and the length of time such funds have been available for investment.
|
(in thousands)
|
|
For the Period
from Inception (August 12, 2014) to September 30, 2018 |
||
Gross offering proceeds
|
|
$
|
126,835
|
|
Selling commissions (1)
|
|
$
|
2,711
|
|
Dealer manager fees (1)
|
|
2,812
|
|
|
Offering costs
|
|
8,434
|
|
|
Total direct selling costs incurred related to public offering (2)
|
|
$
|
13,957
|
|
Offering proceeds, net of direct selling costs
|
|
$
|
112,878
|
|
|
(1)
|
The selling commissions and dealer manager fees are paid to the Dealer Manager. A substantial portion of the commissions and fees are reallowed by the Dealer Manager to participating broker dealers as commissions and marketing fees and expenses.
|
(2)
|
This amount excludes the distribution fees paid to the Dealer Manager, all or a portion of which are reallowed by the Dealer Manager to participating broker dealers or broker dealers servicing accounts of investors who own Class T shares or Class W shares, referred to as servicing broker dealers. The distribution fees are not paid from and do not reduce offering proceeds, but rather they reduce the distributions payable to holders of Class T shares and Class W shares.
|
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)
|
|||||
July 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
August 31, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
September 30, 2018
|
|
243
|
|
|
9.53
|
|
|
243
|
|
|
—
|
|
|
Total
|
|
243
|
|
|
$
|
9.53
|
|
|
243
|
|
|
—
|
|
|
(1)
|
We limit the number of shares that may be redeemed per calendar quarter under our share redemption program as described above.
|
Exhibit Number
|
|
Description
|
|
|
|
3.1
|
|
Third Articles of Amendment and Restatement. Incorporated by reference to Exhibit 3.1 to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 (File No. 333-200594) filed with the SEC on June 30, 2017 (“Pre-Effective Amendment”).
|
|
|
|
3.2
|
|
Third Amended and Restated Bylaws of Black Creek Industrial REIT IV Inc. (formerly known as Industrial Logistics Realty Trust Inc.). Incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q filed with the SEC on November 9, 2017.
|
|
|
|
4.1
|
|
Form of Subscription Agreement. Incorporated by reference to Appendix B to Post-Effective Amendment No. 5 to the Registration Statement on Form S-11 (File No. 333-200594) on April 18, 2018.
|
|
|
|
4.2
|
|
Third Amended and Restated Distribution Reinvestment Plan. Incorporated by reference to Exhibit 4.2 to the Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 3 to Form S-11 (File No. 333-200594) filed with the SEC on July 3, 2017.
|
|
|
|
4.3
|
|
Share Redemption Program, effective as of November 1, 2017. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on November 2, 2017.
|
|
|
|
10.1*
|
|
Agreement for Purchase and Sale, dated September 21, 2018, by and among US Industrial Fund II Holding, LLC, South 15 PG, LLC and BCI IV Acquisitions LLC.
|
|
|
|
10.2*
|
|
Purchase Agreement, dated October 17, 2018, by and between TI Investors of Elgin II LLC and BCI IV Acquisitions LLC.
|
|
|
|
31.1*
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2*
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1**
|
|
Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
99.1
|
|
Net Asset Value Calculation and Valuation Procedures. Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC on Jun 15, 2018.
|
|
|
|
101
|
|
The following materials from Black Creek Industrial REIT IV Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed on November 8, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statement of Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements.
|
|
|
|
|
|
|
BLACK CREEK INDUSTRIAL REIT IV INC.
|
||
|
|
|
|
November 8, 2018
|
By:
|
|
/
S
/ D
WIGHT
L. M
ERRIMAN
III
|
|
|
|
Dwight L. Merriman III
Managing Director, Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
November 8, 2018
|
By:
|
|
/
S
/ T
HOMAS
G. M
CGONAGLE
|
|
|
|
Thomas G. McGonagle
Managing Director, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|