|
|
☒
|
ANNUAL 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
|
x
|
|
|
|
|
|
|
Non-accelerated filer
|
x
|
|
Emerging growth company
|
x
|
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
|
|
|
Item 15.
|
||
Item 16.
|
•
|
Our ability to raise capital and effectively deploy the net proceeds raised in our 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 U.S. generally accepted accounting principles (“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 event.
|
•
|
redemption rights of qualifying parties;
|
•
|
a requirement that we may not be removed as the general partner of the operating partnership without our consent;
|
•
|
transfer restrictions on our Operating Partnership units (“OP Units”);
|
•
|
our ability, as general partner, in some cases, to amend the partnership agreement without the consent of the limited partners; and
|
•
|
the right of the limited partners to consent to transfers of the general partnership interest and mergers under specified circumstances.
|
•
|
A merger, tender offer or proxy contest;
|
•
|
The assumption of control by a holder of a large block of our securities; and/or
|
•
|
The removal of incumbent management.
|
•
|
Economic downturn and turmoil in the financial markets may preclude us from leasing our properties or increase the vacancy level of our assets;
|
•
|
Periods of increased interest rates could result in, among other things, an increase in defaults by customers, a decline in our property values, and make it more difficult for us to dispose of our properties at an attractive price;
|
•
|
Rising vacancy rates for commercial property, particularly in large metropolitan areas;
|
•
|
Our inability to attract and maintain quality customers;
|
•
|
Default or breaches by our customers of their contractual obligations;
|
•
|
Increases in our operating costs, including the need for capital improvements;
|
•
|
Increases in the taxes levied on our business;
|
•
|
Regulatory changes affecting the real estate industry, including zoning rules; and
|
•
|
Susceptibility of certain areas to natural disasters.
|
•
|
Long periods of time may elapse between the commencement and the completion of our projects;
|
•
|
Construction and development costs may exceed original estimates;
|
•
|
The developer/builder may be unable to index costs or receivables to inflation indices prevailing in the industry;
|
•
|
The level of interest of potential customers for a recently launched development may be low;
|
•
|
There could be delays in obtaining necessary permits;
|
•
|
The supply and availability of construction materials and equipment may decrease and the price of construction materials and equipment may increase;
|
•
|
Construction and sales may not be completed on time, resulting in a cost increase;
|
•
|
It may be difficult to acquire land for new developments or properties;
|
•
|
Labor may be in limited availability;
|
•
|
Changes in tax, real estate and zoning laws may be unfavorable to us; and
|
•
|
Unforeseen environmental or other site conditions.
|
•
|
The possibility that our venture partner, co-tenant or partner in an investment might become bankrupt or otherwise be unable to meet its capital contribution obligations;
|
•
|
That such venture partner, co-tenant or partner may at any time have economic or business interests or goals which are or which become inconsistent with our business interests or goals;
|
•
|
That such venture partner, co-tenant or partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives; or
|
•
|
That actions by such venture partner could adversely affect our reputation, negatively impacting our ability to conduct business.
|
•
|
the continuation, renewal or enforcement of our agreements with the Advisor and its affiliates, including the Advisory Agreement and the agreement with the Dealer Manager;
|
•
|
recommendations to our board of directors with respect to developing, overseeing, implementing and coordinating our NAV procedures, or the decision to adjust the value of certain of our assets or liabilities if the Advisor is responsible for valuing them;
|
•
|
public offerings of equity by us, which may result in increased advisory fees for the Advisor;
|
•
|
competition for customers from entities sponsored or advised by affiliates of our Sponsor that own properties in the same geographic area as us; and
|
•
|
investments through a joint venture or other co‑ownership arrangements, which may result in increased fees for the Advisor.
|
•
|
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.
|
•
|
Part of the income and gain recognized by certain qualified employee pension trusts with respect to our common stock may be treated as unrelated business taxable income if shares of our common stock are predominately held by qualified employee pension trusts, and we are required to rely on a special look-through rule for purposes of meeting one of the REIT share ownership tests, and we are not operated in a manner to avoid treatment of such income or gain as unrelated business taxable income;
|
•
|
Part of the income and gain recognized by a tax-exempt investor with respect to our common stock would constitute unrelated business taxable income if the investor incurs debt in order to acquire the common stock; and
|
•
|
Part or all of the income or gain recognized with respect to our common stock by social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts and qualified group legal services plans which are exempt from federal income taxation under Sections 501(c)(7), (9), (17), or (20) of the Code may be treated as unrelated business taxable income.
|
•
|
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.
|
Building Type
|
|
Description
|
|
Percent of Rentable Square Feet
|
|
Bulk distribution
|
|
Building size of 150,000 to over 1 million square feet, single or multi-customer
|
|
83.6
|
%
|
Light industrial
|
|
Building size of 75,000 to 150,000 square feet, single or multi-customer
|
|
16.4
|
|
|
|
|
|
100.0
|
%
|
($ and square feet in thousands)
|
|
Number of Buildings
|
|
Rentable
Square Feet |
|
Occupied
Rate (1) |
|
Leased
Rate (1) |
|
Annualized Base Rent (2)
|
||||||||
Central Valley
|
|
1
|
|
382
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
$
|
2,138
|
|
|
15.7
|
%
|
Chicago
|
|
2
|
|
386
|
|
|
100.0
|
|
|
100.0
|
|
|
554
|
|
|
4.1
|
|
|
D.C. / Baltimore
|
|
1
|
|
126
|
|
|
100.0
|
|
|
100.0
|
|
|
519
|
|
|
3.7
|
|
|
Las Vegas
|
|
1
|
|
482
|
|
|
100.0
|
|
|
100.0
|
|
|
2,547
|
|
|
18.7
|
|
|
Orlando
|
|
2
|
|
441
|
|
|
95.9
|
|
|
100.0
|
|
|
2,288
|
|
|
16.8
|
|
|
Pennsylvania
|
|
1
|
|
154
|
|
|
100.0
|
|
|
100.0
|
|
|
750
|
|
|
5.5
|
|
|
Southern California
|
|
4
|
|
709
|
|
|
100.0
|
|
|
100.0
|
|
|
4,428
|
|
|
32.5
|
|
|
South Florida
|
|
1
|
|
57
|
|
|
100.0
|
|
|
100.0
|
|
|
414
|
|
|
3.0
|
|
|
Total Portfolio
|
|
13
|
|
2,737
|
|
|
99.3
|
%
|
|
100.0
|
%
|
|
$
|
13,638
|
|
|
100.0
|
%
|
|
(1)
|
The occupied rate reflects the square footage with a paying customer in place. The leased rate includes the occupied square footage and additional square footage with leases in place that have not yet commenced.
|
(2)
|
Annualized base rent is calculated as monthly base rent including the impact of any contractual tenant concessions (cash basis) per the terms of the lease as of
December 31, 2018
, multiplied by 12.
|
($ and square feet in thousands)
|
|
Number of Leases
|
|
Occupied Square Feet
|
|
Annualized Base Rent (1)
|
|||||||||
2019
|
|
2
|
|
86
|
|
|
3.2
|
%
|
|
$
|
659
|
|
|
4.8
|
%
|
2020
|
|
1
|
|
107
|
|
|
3.9
|
|
|
435
|
|
|
3.2
|
|
|
2021
|
|
2
|
|
370
|
|
|
13.6
|
|
|
2,386
|
|
|
17.5
|
|
|
2022
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2023
|
|
6
|
|
1,218
|
|
|
44.8
|
|
|
6,475
|
|
|
47.5
|
|
|
2024
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2025
|
|
4
|
|
376
|
|
|
13.8
|
|
|
1,859
|
|
|
13.6
|
|
|
2026
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2027
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Thereafter
|
|
3
|
|
562
|
|
|
20.7
|
|
|
1,824
|
|
|
13.4
|
|
|
Total occupied
|
|
18
|
|
2,719
|
|
|
100.0
|
%
|
|
$
|
13,638
|
|
|
100.0
|
%
|
|
(1)
|
Annualized base rent is calculated as monthly base rent including the impact of any contractual tenant concessions (cash basis) per the terms of the lease as of
December 31, 2018
, multiplied by 12.
|
Customer
|
|
Percent of Total Occupied Square Feet
|
|
Percent of Total Annualized Base Rent
|
||
The Kroger Co.
|
|
17.7
|
%
|
|
18.7
|
%
|
Boyd Flotation, Inc.
|
|
11.7
|
|
|
14.8
|
|
City Furniture, Inc.
|
|
9.0
|
|
|
9.5
|
|
G.P.R. Logistics LLC
|
|
9.0
|
|
|
8.9
|
|
Pactra USA, Inc.
|
|
6.8
|
|
|
7.9
|
|
Exel, Inc.
|
|
7.3
|
|
|
7.8
|
|
Enersys Delaware Inc.
|
|
5.6
|
|
|
5.5
|
|
Lanic Engineering, Inc.
|
|
2.2
|
|
|
3.9
|
|
Lowe's Companies, Inc.
|
|
3.3
|
|
|
3.7
|
|
Kramer America, Inc.
|
|
3.3
|
|
|
3.6
|
|
Total
|
|
75.9
|
%
|
|
84.3
|
%
|
($ and square feet in thousands)
|
|
Number of Leases
|
|
Occupied Square Feet
|
|
Annualized Base Rent (1)
|
|||||||||
Transportation / Logistics
|
|
3
|
|
628
|
|
|
23.1
|
%
|
|
$
|
3,352
|
|
|
24.6
|
%
|
Home Furnishings
|
|
2
|
|
564
|
|
|
20.8
|
|
|
3,315
|
|
|
24.3
|
|
|
Food & Beverage
|
|
1
|
|
482
|
|
|
17.7
|
|
|
2,546
|
|
|
18.7
|
|
|
Storage / Warehousing
|
|
4
|
|
507
|
|
|
18.6
|
|
|
1,025
|
|
|
7.5
|
|
|
Auto
|
|
2
|
|
139
|
|
|
5.1
|
|
|
970
|
|
|
7.1
|
|
|
Aerospace
|
|
1
|
|
59
|
|
|
2.2
|
|
|
532
|
|
|
3.9
|
|
|
Home Improvement
|
|
1
|
|
89
|
|
|
3.3
|
|
|
505
|
|
|
3.7
|
|
|
Electrical / Wire
|
|
1
|
|
107
|
|
|
3.9
|
|
|
435
|
|
|
3.2
|
|
|
Refrigeration
|
|
1
|
|
57
|
|
|
2.1
|
|
|
414
|
|
|
3.0
|
|
|
Post & Courier Services
|
|
1
|
|
52
|
|
|
1.9
|
|
|
363
|
|
|
2.7
|
|
|
Apparel / Clothing
|
|
1
|
|
35
|
|
|
1.3
|
|
|
181
|
|
|
1.3
|
|
|
Total
|
|
18
|
|
2,719
|
|
|
100.0
|
%
|
|
$
|
13,638
|
|
|
100.0
|
%
|
|
(1)
|
Annualized base rent is calculated as monthly base rent including the impact of any contractual tenant concessions (cash basis) per the terms of the lease as of
December 31, 2018
, multiplied by 12.
|
Quarter
|
|
Low
|
|
High
|
||||
2018
|
|
|
|
|
||||
Second Quarter
|
|
$
|
10.0032
|
|
|
$
|
10.0086
|
|
Third Quarter
|
|
10.0113
|
|
|
10.0469
|
|
||
Fourth Quarter
|
|
10.0481
|
|
|
10.0571
|
|
|
|
As of
|
||||||
(in thousands)
|
|
December 31, 2018
|
|
September 30, 2018
|
||||
Real estate properties
|
|
$
|
306,550
|
|
|
$
|
153,450
|
|
Cash and other assets, net of other liabilities
|
|
16,257
|
|
|
15,041
|
|
||
Debt obligations
|
|
(119,000
|
)
|
|
(46,000
|
)
|
||
Aggregate Fund NAV
|
|
$
|
203,807
|
|
|
$
|
122,491
|
|
Total Fund Interests outstanding
|
|
20,265
|
|
|
12,192
|
|
(in thousands, except per share data)
|
|
Total
|
|
Class T Shares
|
|
Class W Shares
|
|
Class I Shares
|
||||||||
Monthly NAV
|
|
$
|
203,807
|
|
|
$
|
198,718
|
|
|
$
|
1,614
|
|
|
$
|
3,475
|
|
Fund Interests outstanding
|
|
20,265
|
|
|
19,759
|
|
|
161
|
|
|
345
|
|
||||
NAV Per Fund Interest
|
|
$
|
10.0571
|
|
|
$
|
10.0571
|
|
|
$
|
10.0571
|
|
|
$
|
10.0571
|
|
|
|
Weighted-Average Rates
|
|
Exit capitalization rate
|
|
5.4
|
%
|
Discount rate / internal rate of return
|
|
6.4
|
%
|
Holding period of real properties (years)
|
|
9.9
|
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)
|
|||||
October 31, 2018
|
|
48,642
|
|
|
$
|
9.52
|
|
|
48,642
|
|
|
—
|
|
November 30, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
December 31, 2018
|
|
13,703
|
|
|
10.05
|
|
|
13,703
|
|
|
—
|
|
|
Total
|
|
62,345
|
|
|
$
|
9.64
|
|
|
62,345
|
|
|
—
|
|
|
(1)
|
We limit the number of shares that may be redeemed per calendar quarter under the program as described above.
|
(in thousands)
|
|
For the Period
from Inception (August 12, 2014) to December 31, 2018 |
||
Gross offering proceeds
|
|
$
|
212,260
|
|
Selling commissions (1)
|
|
$
|
4,575
|
|
Dealer manager fees (1)
|
|
4,683
|
|
|
Offering costs (2)
|
|
14,119
|
|
|
Total direct selling costs incurred related to public offering (3)
|
|
$
|
23,377
|
|
Offering proceeds, net of direct selling costs
|
|
$
|
188,883
|
|
|
(1)
|
The selling commissions and dealer manager fees were payable to the Dealer Manager. A substantial portion of the commissions and fees were reallowed by the Dealer Manager to participating broker dealers as commissions and marketing fees and expenses.
|
(2)
|
See “
Note 10 to the Consolidated Financial Statements
” for a description of offering costs.
|
(3)
|
This amount excludes the distribution fees paid to the Dealer Manager, all or a portion of which are reallowed by the Dealer Manager to participating broker dealers or broker dealers servicing accounts of investors who own Class T shares or Class W shares, referred to as servicing broker dealers. The distribution fees are not paid from and do not reduce offering proceeds, but rather they reduce the distributions payable to stockholders with respect to Class T shares and Class W shares.
|
(in thousands, except per share data)
|
|
For the Year Ended December 31,
|
|
For the Period
from Inception (August 12, 2014) to December 31, 2014 (1) |
||||||||||||||||
|
2018 (1)
|
|
2017 (1)
|
|
2016 (1)
|
|
2015 (1)
|
|
||||||||||||
Operating data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
6,520
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total operating expenses
|
|
$
|
(14,076
|
)
|
|
$
|
(1,223
|
)
|
|
$
|
(310
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Total other expenses
|
|
$
|
(2,250
|
)
|
|
$
|
(309
|
)
|
|
$
|
(15
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Total expenses before expense support from Advisor
|
|
$
|
(16,326
|
)
|
|
$
|
(1,532
|
)
|
|
$
|
(325
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Expense support from Advisor
|
|
$
|
5,583
|
|
|
$
|
1,735
|
|
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net (expenses) income after expense support from Advisor
|
|
$
|
(10,743
|
)
|
|
$
|
203
|
|
|
$
|
(175
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net (loss) income
|
|
$
|
(4,223
|
)
|
|
$
|
203
|
|
|
$
|
(175
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net (loss) income attributable to common stockholders
|
|
$
|
(4,223
|
)
|
|
$
|
203
|
|
|
$
|
(175
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net (loss) income per common share - basic and diluted
|
|
$
|
(0.46
|
)
|
|
$
|
0.53
|
|
|
$
|
(4.39
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Weighted-average shares outstanding
|
|
9,107
|
|
|
381
|
|
|
40
|
|
|
20
|
|
|
6
|
|
|||||
Distributions:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross cash distributions declared (2)
|
|
$
|
4,942
|
|
|
$
|
203
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash distributions declared per common share (2)(3)(4)
|
|
$
|
0.5450
|
|
|
$
|
0.5315
|
|
|
$
|
0.1295
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Company-defined FFO (5):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reconciliation of net (loss) income to Company-defined FFO:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income attributable to common stockholders
|
|
$
|
(4,223
|
)
|
|
$
|
203
|
|
|
$
|
(175
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Total NAREIT-defined adjustments (6)
|
|
$
|
3,541
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total Company-defined adjustments (7)
|
|
$
|
4,900
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Company-defined FFO
|
|
$
|
4,218
|
|
|
$
|
203
|
|
|
$
|
(175
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash flow data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
3,154
|
|
|
$
|
264
|
|
|
$
|
(482
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net cash used in investing activities
|
|
$
|
(299,953
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net cash provided by financing activities
|
|
$
|
304,774
|
|
|
$
|
8,661
|
|
|
$
|
2,402
|
|
|
$
|
—
|
|
|
$
|
201
|
|
|
|
As of December 31,
|
||||||||||||||||||
(in thousands, except building count and number of customers)
|
|
2018 (1)
|
|
2017 (1)
|
|
2016 (1)
|
|
2015 (1)
|
|
2014 (1)
|
||||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
19,016
|
|
|
$
|
10,565
|
|
|
$
|
1,640
|
|
|
$
|
201
|
|
|
$
|
201
|
|
Total assets
|
|
$
|
324,620
|
|
|
$
|
12,548
|
|
|
$
|
2,530
|
|
|
$
|
201
|
|
|
$
|
201
|
|
Total liabilities
|
|
$
|
152,847
|
|
|
$
|
1,942
|
|
|
$
|
415
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total stockholders' equity
|
|
$
|
171,772
|
|
|
$
|
10,605
|
|
|
$
|
2,113
|
|
|
$
|
200
|
|
|
$
|
200
|
|
Gross offering proceeds raised during period (8)
|
|
$
|
200,070
|
|
|
$
|
10,190
|
|
|
$
|
2,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Shares outstanding
|
|
20,265
|
|
|
1,238
|
|
|
255
|
|
|
20
|
|
|
20
|
|
|||||
Portfolio data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of buildings
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Rentable square feet
|
|
2,737
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Number of customers
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
The SEC declared the registration statement for our initial public offering effective on February 18, 2016. We broke escrow on November 30, 2016 and then adjusted our share class structure in July 2017. We commenced real estate operations on February 26, 2018 when we acquired our first property. We are early in the acquisition phase of our life cycle, and the results of our operations are primarily impacted by the timing of our acquisitions and the equity raised through our public offering. Accordingly, our year-over-year financial data is not directly comparable.
|
(2)
|
Gross cash distributions are total distributions before the deduction of distribution fees relating to Class T shares and Class W shares.
|
(3)
|
Amounts reflect the quarterly distribution rate authorized by our board of directors per Class I share of common stock. Our board of directors authorized distributions at this same rate per Class T and Class W share of common stock less respective distribution fees that are payable monthly with respect to such Class T and Class W shares (as calculated on a daily basis).
|
(4)
|
Cash distributions were authorized to all common stockholders of record as of the close of business on each day of the Initial Quarter. We met the minimum offering requirements in connection with our initial public offering on November 30, 2016. Accordingly, the Initial Quarter commenced on that date and ended on December 31, 2016.
|
(5)
|
Refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Additional Performance Measures” for a definition of Company-defined FFO, as well as a detailed reconciliation of our net (loss) income to Company-defined FFO.
|
(6)
|
Included in our NAREIT-defined adjustments is real estate-related depreciation and amortization.
|
(7)
|
Included in our Company-defined adjustments are acquisition expense reimbursements, which reflect 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.
|
(8)
|
Reflects gross offering proceeds raised from our public and private offerings.
|
•
|
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.
|
•
|
Our NAV was
$10.06
per share as of
December 31, 2018
.
|
•
|
We raised
$200.1 million
of gross equity capital from our initial public offering.
|
•
|
We acquired
13
industrial buildings comprising
2.7 million
square feet for an aggregate total purchase price of approximately
$300.0 million
, exclusive of transfer taxes, due diligence expenses, and other closing costs. We funded these acquisitions with proceeds from our public offering and borrowings under our line of credit.
|
•
|
As of
December 31, 2018
, our portfolio consisted of
13
buildings in
eight
markets and was
99.3%
occupied and
100.0%
leased.
|
|
|
For the Year Ended December 31,
|
|
|
||||||||
(in thousands, except per share data)
|
|
2018
|
|
2017
|
|
Change
|
||||||
Total revenues
|
|
$
|
6,520
|
|
|
$
|
—
|
|
|
$
|
6,520
|
|
Total rental expenses
|
|
(1,252
|
)
|
|
—
|
|
|
(1,252
|
)
|
|||
Total net operating income
|
|
5,268
|
|
|
—
|
|
|
5,268
|
|
|||
Other income and (expenses):
|
|
|
|
|
|
|
||||||
Real estate-related depreciation and amortization
|
|
(3,541
|
)
|
|
—
|
|
|
(3,541
|
)
|
|||
General and administrative expenses
|
|
(1,564
|
)
|
|
(960
|
)
|
|
(604
|
)
|
|||
Organization expenses, related party
|
|
—
|
|
|
(78
|
)
|
|
78
|
|
|||
Advisory fees, related party
|
|
(1,624
|
)
|
|
—
|
|
|
(1,624
|
)
|
|||
Acquisition expense reimbursements, related party
|
|
(4,900
|
)
|
|
—
|
|
|
(4,900
|
)
|
|||
Other expense reimbursements, related party
|
|
(1,195
|
)
|
|
(185
|
)
|
|
(1,010
|
)
|
|||
Interest expense
|
|
(2,250
|
)
|
|
(309
|
)
|
|
(1,941
|
)
|
|||
Total expense support from Advisor
|
|
5,583
|
|
|
1,735
|
|
|
3,848
|
|
|||
Total other income (expense)
|
|
(9,491
|
)
|
|
203
|
|
|
(9,694
|
)
|
|||
Net (loss) income
|
|
(4,223
|
)
|
|
203
|
|
|
(4,426
|
)
|
|||
Net (loss) income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net (loss) income attributable to common stockholders
|
|
$
|
(4,223
|
)
|
|
$
|
203
|
|
|
$
|
(4,426
|
)
|
Weighted-average shares outstanding
|
|
9,107
|
|
|
381
|
|
|
8,726
|
|
|||
Net (loss) income per common share - basic and diluted
|
|
$
|
(0.46
|
)
|
|
$
|
0.53
|
|
|
$
|
(0.99
|
)
|
|
|
As of December 31,
|
||||
(square feet in thousands)
|
|
2018
|
|
2017
|
||
Portfolio data:
|
|
|
|
|
||
Total buildings
|
|
13
|
|
|
—
|
|
Total rentable square feet
|
|
2,737
|
|
|
—
|
|
Total number of customers
|
|
18
|
|
|
—
|
|
Percent occupied of total portfolio (1)
|
|
99.3
|
%
|
|
—
|
%
|
Percent leased of total portfolio (1)
|
|
100.0
|
%
|
|
—
|
%
|
|
•
|
real estate-related depreciation and amortization expense and advisory fees;
|
•
|
acquisition expense reimbursements due to the Advisor as a result of us commencing our acquisition phase in 2018;
|
•
|
interest expense primarily due to average net borrowings under the line of credit of $32.7 million for the year ended
December 31, 2018
as compared to no net borrowings under the line of credit for the year ended
December 31, 2017
;
|
•
|
general and administrative expenses that primarily consisted of: (i) compensation to our independent directors; (ii) accounting and legal expenses incurred; and (iii) other professional services incurred; and
|
•
|
other expense reimbursements due to the Advisor primarily relating to compensation for services provided by individual employees of the Advisor.
|
•
|
higher expense support from the Advisor pursuant to the Expense Support Agreement, as described in “
Note 10 to the Consolidated Financial Statements
.”
|
•
|
General and administrative expenses that primarily consisted of: (i) compensation to our independent directors; (ii) accounting and legal expenses incurred; (iii) insurance and other expenses for our independent directors and officers; (iv) compensation to individual employees of the Advisor.
|
•
|
Organization expenses consisted of expense reimbursements to the Advisor;
|
•
|
Expense support from the Advisor pursuant to the Expense Support Agreement, as described in “
Note 10 to the Consolidated Financial Statements
,”
|
•
|
Interest expense related to the notes payable to investors in the private offering and costs related to our line of credit.
|
|
|
For the Year Ended December 31,
|
|
For the Period
from Inception (August 12, 2014) to December 31, 2018 |
||||||||||||
(in thousands, except per share data)
|
|
2018
|
|
2017
|
|
2016
|
|
|||||||||
GAAP net (loss) income attributable to common stockholders
|
|
$
|
(4,223
|
)
|
|
$
|
203
|
|
|
$
|
(175
|
)
|
|
$
|
(4,195
|
)
|
GAAP net (loss) income per common share
|
|
$
|
(0.46
|
)
|
|
$
|
0.53
|
|
|
$
|
(4.39
|
)
|
|
$
|
(3.02
|
)
|
Reconciliation of GAAP net (loss) income to NAREIT FFO:
|
|
|
|
|
|
|
|
|
||||||||
GAAP net (loss) income attributable to common stockholders
|
|
$
|
(4,223
|
)
|
|
$
|
203
|
|
|
$
|
(175
|
)
|
|
$
|
(4,195
|
)
|
Add NAREIT-defined adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Real estate-related depreciation and amortization
|
|
3,541
|
|
|
—
|
|
|
—
|
|
|
3,541
|
|
||||
NAREIT FFO attributable to common stockholders
|
|
$
|
(682
|
)
|
|
$
|
203
|
|
|
$
|
(175
|
)
|
|
$
|
(654
|
)
|
NAREIT FFO per common share
|
|
$
|
(0.07
|
)
|
|
$
|
0.53
|
|
|
$
|
(4.39
|
)
|
|
$
|
(0.47
|
)
|
Reconciliation of NAREIT FFO to Company-defined FFO:
|
|
|
|
|
|
|
|
|
||||||||
NAREIT FFO attributable to common stockholders
|
|
$
|
(682
|
)
|
|
$
|
203
|
|
|
$
|
(175
|
)
|
|
$
|
(654
|
)
|
Add Company-defined adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Acquisition expense reimbursements
|
|
4,900
|
|
|
—
|
|
|
—
|
|
|
4,900
|
|
||||
Company-defined FFO attributable to common stockholders
|
|
$
|
4,218
|
|
|
$
|
203
|
|
|
$
|
(175
|
)
|
|
$
|
4,246
|
|
Company-defined FFO per common share
|
|
$
|
0.46
|
|
|
$
|
0.53
|
|
|
$
|
(4.39
|
)
|
|
$
|
3.05
|
|
Reconciliation of Company-defined FFO to MFFO:
|
|
|
|
|
|
|
|
|
||||||||
Company-defined FFO attributable to common stockholders
|
|
$
|
4,218
|
|
|
$
|
203
|
|
|
$
|
(175
|
)
|
|
$
|
4,246
|
|
Deduct MFFO adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Straight-line rent and amortization of above/below market leases
|
|
(1,673
|
)
|
|
—
|
|
|
—
|
|
|
(1,673
|
)
|
||||
MFFO attributable to common stockholders
|
|
$
|
2,545
|
|
|
$
|
203
|
|
|
$
|
(175
|
)
|
|
$
|
2,573
|
|
MFFO per common share
|
|
$
|
0.28
|
|
|
$
|
0.53
|
|
|
$
|
(4.39
|
)
|
|
$
|
1.85
|
|
Weighted-average shares outstanding
|
|
9,107
|
|
|
381
|
|
|
40
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31
|
|
$
|
1,153
|
|
|
51.1
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
1,102
|
|
|
48.9
|
%
|
|
$
|
2,255
|
|
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
|
|
$
|
2,563
|
|
|
51.9
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
2,379
|
|
|
48.1
|
%
|
|
$
|
4,942
|
|
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 years ended
December 31, 2018
and
2017
, the Advisor provided expense support of
$5.6 million
and
$1.7 million
, respectively. Refer to “
Note 10 to the Consolidated Financial Statements
” 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 (1) |
|
Total
|
||||||||||
Amount of gross proceeds raised:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
$
|
261,319
|
|
|
$
|
4,742
|
|
|
$
|
4,381
|
|
|
$
|
—
|
|
|
$
|
270,442
|
|
DRIP
|
|
2,832
|
|
|
14
|
|
|
123
|
|
|
—
|
|
|
2,969
|
|
|||||
Private offering (2)
|
|
62
|
|
|
—
|
|
|
62
|
|
|
376
|
|
|
500
|
|
|||||
Total offering
|
|
$
|
264,213
|
|
|
$
|
4,756
|
|
|
$
|
4,566
|
|
|
$
|
376
|
|
|
$
|
273,911
|
|
Number of shares issued:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
24,890
|
|
|
472
|
|
|
458
|
|
|
—
|
|
|
25,820
|
|
|||||
DRIP
|
|
282
|
|
|
1
|
|
|
12
|
|
|
—
|
|
|
295
|
|
|||||
Private offering (2)
|
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
14
|
|
|||||
Stock dividends
|
|
—
|
|
|
6
|
|
|
3
|
|
|
—
|
|
|
9
|
|
|||||
Total offering
|
|
25,179
|
|
|
479
|
|
|
480
|
|
|
—
|
|
|
26,138
|
|
|
(1)
|
Amount relates to notes payable issued to investors in the private offering. See “
Note 6 to the Consolidated Financial Statements
” for additional details.
|
(2)
|
The private offering closed on December 1, 2016.
|
(in thousands)
|
|
Less than
1 Year |
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years |
|
Total
|
||||||||||
Line of credit
|
|
$
|
4,950
|
|
|
$
|
122,309
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
127,259
|
|
Notes payable to stockholders (1)
|
|
84
|
|
|
167
|
|
|
167
|
|
|
1,921
|
|
|
2,339
|
|
|||||
Acquisition expense reimbursements (2)
|
|
—
|
|
|
3,500
|
|
|
—
|
|
|
—
|
|
|
3,500
|
|
|||||
Total
|
|
$
|
5,034
|
|
|
$
|
125,976
|
|
|
$
|
167
|
|
|
$
|
1,921
|
|
|
$
|
133,098
|
|
|
(1)
|
Includes principal and interest on the note payable issued pursuant to our private offering. See “
Note 6 to the Consolidated Financial Statements
” for more detail.
|
(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.
|
|
|
As of December 31,
|
||||||
(in thousands, except per share data)
|
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
|
||||
Net investment in real estate properties
|
|
$
|
301,371
|
|
|
$
|
—
|
|
Cash and cash equivalents
|
|
19,016
|
|
|
10,565
|
|
||
Restricted cash
|
|
5
|
|
|
481
|
|
||
Straight-line and tenant receivables
|
|
1,394
|
|
|
—
|
|
||
Prepaid expenses
|
|
440
|
|
|
420
|
|
||
Due from affiliates
|
|
517
|
|
|
191
|
|
||
Debt issuance costs related to line of credit, net of amortization
|
|
1,167
|
|
|
887
|
|
||
Acquisition deposits
|
|
675
|
|
|
—
|
|
||
Other assets
|
|
35
|
|
|
4
|
|
||
Total assets
|
|
$
|
324,620
|
|
|
$
|
12,548
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
|
$
|
1,190
|
|
|
$
|
210
|
|
Line of credit
|
|
119,000
|
|
|
—
|
|
||
Notes payable to stockholders, net of debt issuance costs
|
|
376
|
|
|
353
|
|
||
Due to affiliates
|
|
18,439
|
|
|
929
|
|
||
Distributions payable
|
|
920
|
|
|
56
|
|
||
Distribution fees payable to affiliates
|
|
7,457
|
|
|
394
|
|
||
Other liabilities
|
|
5,465
|
|
|
—
|
|
||
Total liabilities
|
|
152,847
|
|
|
1,942
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
||||
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, 19,759 and 976 shares issued and outstanding, respectively
|
|
198
|
|
|
10
|
|
||
Class W common stock, $0.01 par value per share - 75,000 shares authorized, 161 and 6 shares issued and outstanding, respectively
|
|
2
|
|
|
—
|
|
||
Class I common stock, $0.01 par value per share - 225,000 shares authorized, 345 and 256 shares issued and outstanding, respectively
|
|
3
|
|
|
2
|
|
||
Additional paid-in capital
|
|
180,125
|
|
|
10,859
|
|
||
Accumulated deficit
|
|
(8,556
|
)
|
|
(266
|
)
|
||
Total stockholders' equity
|
|
171,772
|
|
|
10,605
|
|
||
Noncontrolling interests
|
|
1
|
|
|
1
|
|
||
Total equity
|
|
171,773
|
|
|
10,606
|
|
||
Total liabilities and equity
|
|
$
|
324,620
|
|
|
$
|
12,548
|
|
|
|
For the Year Ended
December 31, |
||||||||||
(in thousands, except per share data)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Rental revenues
|
|
$
|
6,520
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total revenues
|
|
6,520
|
|
|
—
|
|
|
—
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Rental expenses
|
|
1,252
|
|
|
—
|
|
|
—
|
|
|||
Real estate-related depreciation and amortization
|
|
3,541
|
|
|
—
|
|
|
—
|
|
|||
General and administrative expenses
|
|
1,564
|
|
|
960
|
|
|
269
|
|
|||
Organization expenses, related party
|
|
—
|
|
|
78
|
|
|
40
|
|
|||
Advisory fees, related party
|
|
1,624
|
|
|
—
|
|
|
—
|
|
|||
Acquisition expense reimbursements, related party
|
|
4,900
|
|
|
—
|
|
|
—
|
|
|||
Other expense reimbursements, related party
|
|
1,195
|
|
|
185
|
|
|
1
|
|
|||
Total operating expenses
|
|
14,076
|
|
|
1,223
|
|
|
310
|
|
|||
Other expenses:
|
|
|
|
|
|
|
||||||
Interest expense and other
|
|
2,250
|
|
|
309
|
|
|
15
|
|
|||
Total other expenses
|
|
2,250
|
|
|
309
|
|
|
15
|
|
|||
Total expenses before expense support
|
|
16,326
|
|
|
1,532
|
|
|
325
|
|
|||
Total expense support from the Advisor
|
|
5,583
|
|
|
1,735
|
|
|
150
|
|
|||
Net (expenses) income after expense support
|
|
(10,743
|
)
|
|
203
|
|
|
(175
|
)
|
|||
Net (loss) income
|
|
(4,223
|
)
|
|
203
|
|
|
(175
|
)
|
|||
Net (loss) income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net (loss) income attributable to common stockholders
|
|
$
|
(4,223
|
)
|
|
$
|
203
|
|
|
$
|
(175
|
)
|
Weighted-average shares outstanding
|
|
9,107
|
|
|
381
|
|
|
40
|
|
|||
Net (loss) income per common share - basic and diluted
|
|
$
|
(0.46
|
)
|
|
$
|
0.53
|
|
|
$
|
(4.39
|
)
|
|
|
Stockholders' Equity
|
|
|
|
|
|||||||||||||||||
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||
(in thousands)
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance as of December 31, 2015
|
|
20
|
|
|
$
|
—
|
|
|
$
|
200
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
201
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(175
|
)
|
|
—
|
|
|
(175
|
)
|
|||||
Issuance of common stock
|
|
235
|
|
|
2
|
|
|
2,122
|
|
|
—
|
|
|
—
|
|
|
2,124
|
|
|||||
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|||||
Distributions to stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|||||
Balance as of December 31, 2016
|
|
255
|
|
|
$
|
2
|
|
|
$
|
2,297
|
|
|
$
|
(186
|
)
|
|
$
|
1
|
|
|
$
|
2,114
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
203
|
|
|
—
|
|
|
203
|
|
|||||
Issuance of common stock
|
|
983
|
|
|
10
|
|
|
10,273
|
|
|
—
|
|
|
—
|
|
|
10,283
|
|
|||||
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs
|
|
—
|
|
|
—
|
|
|
(1,305
|
)
|
|
—
|
|
|
—
|
|
|
(1,305
|
)
|
|||||
Trailing distribution fees
|
|
—
|
|
|
—
|
|
|
(406
|
)
|
|
12
|
|
|
—
|
|
|
(394
|
)
|
|||||
Dividends to stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(295
|
)
|
|
—
|
|
|
(295
|
)
|
|||||
Balance as of December 31, 2017
|
|
1,238
|
|
|
$
|
12
|
|
|
$
|
10,859
|
|
|
$
|
(266
|
)
|
|
$
|
1
|
|
|
$
|
10,606
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,223
|
)
|
|
—
|
|
|
(4,223
|
)
|
|||||
Issuance of common stock
|
|
19,090
|
|
|
191
|
|
|
199,879
|
|
|
—
|
|
|
—
|
|
|
200,070
|
|
|||||
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs
|
|
—
|
|
|
—
|
|
|
(22,072
|
)
|
|
—
|
|
|
—
|
|
|
(22,072
|
)
|
|||||
Trailing distribution fees
|
|
—
|
|
|
—
|
|
|
(7,938
|
)
|
|
875
|
|
|
—
|
|
|
(7,063
|
)
|
|||||
Redemptions of common stock
|
|
(63
|
)
|
|
—
|
|
|
(603
|
)
|
|
—
|
|
|
—
|
|
|
(603
|
)
|
|||||
Dividends to stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,942
|
)
|
|
—
|
|
|
(4,942
|
)
|
|||||
Balance as of December 31, 2018
|
|
20,265
|
|
|
$
|
203
|
|
|
$
|
180,125
|
|
|
$
|
(8,556
|
)
|
|
$
|
1
|
|
|
$
|
171,773
|
|
|
|
For the Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net (loss) income
|
|
$
|
(4,223
|
)
|
|
$
|
203
|
|
|
$
|
(175
|
)
|
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
Real estate-related depreciation and amortization
|
|
3,541
|
|
|
—
|
|
|
—
|
|
|||
Straight-line rent and amortization of above- and below-market leases
|
|
(1,673
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of debt issuance costs
|
|
557
|
|
|
152
|
|
|
2
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Tenant receivables, prepaid expenses and other assets
|
|
(133
|
)
|
|
(163
|
)
|
|
(261
|
)
|
|||
Accounts payable and accrued liabilities
|
|
1,175
|
|
|
110
|
|
|
101
|
|
|||
Due from / to affiliates, net
|
|
3,910
|
|
|
(38
|
)
|
|
(149
|
)
|
|||
Net cash provided by (used in) operating activities
|
|
3,154
|
|
|
264
|
|
|
(482
|
)
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Real estate acquisitions
|
|
(298,478
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition deposits
|
|
(675
|
)
|
|
—
|
|
|
—
|
|
|||
Capital expenditures
|
|
(800
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(299,953
|
)
|
|
—
|
|
|
—
|
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from line of credit
|
|
203,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from notes to stockholders
|
|
—
|
|
|
—
|
|
|
376
|
|
|||
Repayments of line of credit
|
|
(84,000
|
)
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs paid
|
|
(814
|
)
|
|
(990
|
)
|
|
(74
|
)
|
|||
Proceeds from issuance of common stock
|
|
189,309
|
|
|
9,933
|
|
|
2,125
|
|
|||
Offering costs paid upon issuance of common stock
|
|
—
|
|
|
(176
|
)
|
|
(25
|
)
|
|||
Distributions paid to common stockholders
|
|
(1,404
|
)
|
|
(102
|
)
|
|
—
|
|
|||
Distribution fees paid to affiliates
|
|
(714
|
)
|
|
(4
|
)
|
|
—
|
|
|||
Redemptions of common stock
|
|
(603
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by financing activities
|
|
304,774
|
|
|
8,661
|
|
|
2,402
|
|
|||
Net increase in cash, cash equivalents and restricted cash
|
|
7,975
|
|
|
8,925
|
|
|
1,920
|
|
|||
Cash, cash equivalents, and restricted cash, at beginning of period
|
|
11,046
|
|
|
2,121
|
|
|
201
|
|
|||
Cash, cash equivalents and restricted cash, at end of period
|
|
$
|
19,021
|
|
|
$
|
11,046
|
|
|
$
|
2,121
|
|
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
|
•
|
Quoted prices for similar assets/liabilities in active markets;
|
•
|
Quoted prices for identical or similar assets/liabilities in non-active markets (e.g., few transactions, limited information, non-current prices, high variability over time);
|
•
|
Inputs other than quoted prices that are observable for the asset/liability (e.g., interest rates, yield curves, volatilities, default rates); and
|
•
|
Inputs that are derived principally from or corroborated by other observable market data.
|
|
|
For the Year Ended December 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Land
|
|
$
|
91,087
|
|
|
$
|
—
|
|
Building
|
|
188,638
|
|
|
—
|
|
||
Intangible lease assets
|
|
24,098
|
|
|
—
|
|
||
Above-market lease assets
|
|
247
|
|
|
—
|
|
||
Below-market lease liabilities
|
|
(4,042
|
)
|
|
—
|
|
||
Total purchase price (1)
|
|
$
|
300,028
|
|
|
$
|
—
|
|
|
(1)
|
Total purchase price is equal to the total consideration paid.
|
($ in thousands)
|
|
Acquisition Date
|
|
Number of Buildings
|
|
Total Purchase Price (1)
|
||
2018 Acquisitions:
|
|
|
|
|
|
|
||
Ontario Industrial Center
|
|
2/26/2018
|
|
1
|
|
$
|
10,595
|
|
Medley 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
|
|
|
Midway Industrial Center
|
|
10/22/2018
|
|
1
|
|
8,127
|
|
|
Executive Airport Distribution Center
|
|
11/20/2018
|
|
1
|
|
51,070
|
|
|
Iron Run Distribution Center
|
|
12/4/2018
|
|
1
|
|
15,522
|
|
|
Elgin Distribution Center
|
|
12/11/2018
|
|
1
|
|
20,983
|
|
|
Addison Distribution Center II
|
|
12/21/2018
|
|
1
|
|
12,448
|
|
|
Fontana Distribution Center
|
|
12/28/2018
|
|
1
|
|
42,501
|
|
|
Total 2018 Acquisitions
|
|
|
|
13
|
|
$
|
300,028
|
|
|
(1)
|
Total purchase price is equal to the total consideration paid.
|
|
|
As of December 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Land
|
|
$
|
91,087
|
|
|
$
|
—
|
|
Building and improvements
|
|
188,872
|
|
|
—
|
|
||
Intangible lease assets
|
|
24,492
|
|
|
—
|
|
||
Construction in progress
|
|
476
|
|
|
—
|
|
||
Investment in real estate properties
|
|
304,927
|
|
|
—
|
|
||
Less accumulated depreciation and amortization
|
|
(3,556
|
)
|
|
—
|
|
||
Net investment in real estate properties
|
|
$
|
301,371
|
|
|
$
|
—
|
|
|
|
As of December 31, 2018
|
|
As of December 31, 2017
|
||||||||||||||||||||
(in thousands)
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Intangible lease assets (1)
|
|
$
|
24,245
|
|
|
$
|
(1,450
|
)
|
|
$
|
22,795
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Above-market lease assets (1)
|
|
247
|
|
|
(15
|
)
|
|
232
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Below-market lease liabilities (2)
|
|
(4,042
|
)
|
|
582
|
|
|
(3,460
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
Included in net investment in real estate properties on the consolidated balance sheets.
|
(2)
|
Included in other liabilities on the consolidated balance sheets.
|
|
|
Estimated Net Amortization
|
||||||||||
(in thousands)
|
|
Intangible
Lease Assets |
|
Above-Market
Lease Assets |
|
Below-Market
Lease Liabilities |
||||||
2019
|
|
$
|
4,851
|
|
|
$
|
68
|
|
|
$
|
(971
|
)
|
2020
|
|
4,679
|
|
|
68
|
|
|
(823
|
)
|
|||
2021
|
|
4,264
|
|
|
54
|
|
|
(700
|
)
|
|||
2022
|
|
3,256
|
|
|
25
|
|
|
(496
|
)
|
|||
2023
|
|
2,594
|
|
|
17
|
|
|
(282
|
)
|
|||
Thereafter
|
|
3,151
|
|
|
—
|
|
|
(188
|
)
|
|||
Total
|
|
$
|
22,795
|
|
|
$
|
232
|
|
|
$
|
(3,460
|
)
|
(in thousands)
|
|
Future Minimum Base
Rental Payments |
||
2019
|
|
$
|
14,354
|
|
2020
|
|
14,877
|
|
|
2021
|
|
14,567
|
|
|
2022
|
|
12,756
|
|
|
2023
|
|
10,834
|
|
|
Thereafter
|
|
21,378
|
|
|
Total
|
|
$
|
88,766
|
|
|
|
For the Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Increase (Decrease) to Rental Revenue:
|
|
|
|
|
|
|
||||||
Straight-line rent adjustments
|
|
$
|
1,106
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Above-market lease amortization
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|||
Below-market lease amortization
|
|
582
|
|
|
—
|
|
|
—
|
|
|||
Real Estate-Related Depreciation and Amortization:
|
|
|
|
|
|
|
||||||
Depreciation expense
|
|
$
|
2,091
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Intangible lease asset amortization
|
|
1,450
|
|
|
—
|
|
|
—
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
(in thousands)
|
|
Carrying
Value |
|
Fair
Value |
|
Carrying
Value |
|
Fair
Value |
||||||||
Line of credit
|
|
$
|
119,000
|
|
|
$
|
119,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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
|
|
$
|
205,732
|
|
|
$
|
1,541
|
|
|
$
|
2,975
|
|
|
$
|
—
|
|
|
$
|
210,248
|
|
DRIP
|
|
1,900
|
|
|
6
|
|
|
106
|
|
|
—
|
|
|
2,012
|
|
|||||
Private offering
|
|
62
|
|
|
—
|
|
|
62
|
|
|
376
|
|
|
500
|
|
|||||
Total offering
|
|
$
|
207,694
|
|
|
$
|
1,547
|
|
|
$
|
3,143
|
|
|
$
|
376
|
|
|
$
|
212,760
|
|
Number of shares issued:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
19,611
|
|
|
154
|
|
|
318
|
|
|
—
|
|
|
20,083
|
|
|||||
DRIP
|
|
190
|
|
|
1
|
|
|
11
|
|
|
—
|
|
|
202
|
|
|||||
Private offering
|
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
14
|
|
|||||
Stock dividends
|
|
—
|
|
|
6
|
|
|
3
|
|
|
—
|
|
|
9
|
|
|||||
Total offering
|
|
19,808
|
|
|
161
|
|
|
339
|
|
|
—
|
|
|
20,308
|
|
(in thousands)
|
|
Class T
Shares |
|
Class W
Shares |
|
Class I
Shares (1) |
|
Total
Shares |
||||
Balance as of December 31, 2015
|
|
—
|
|
|
—
|
|
|
20
|
|
|
20
|
|
Issuance of common stock:
|
|
|
|
|
|
|
|
|
||||
Primary shares
|
|
—
|
|
|
—
|
|
|
221
|
|
|
221
|
|
Private offering shares
|
|
7
|
|
|
—
|
|
|
7
|
|
|
14
|
|
Balance as of December 31, 2016
|
|
7
|
|
|
—
|
|
|
248
|
|
|
255
|
|
Issuance of common stock:
|
|
|
|
|
|
|
|
|
||||
Primary shares
|
|
968
|
|
|
—
|
|
|
—
|
|
|
968
|
|
DRIP
|
|
1
|
|
|
—
|
|
|
5
|
|
|
6
|
|
Stock dividends
|
|
—
|
|
|
6
|
|
|
3
|
|
|
9
|
|
Balance as of December 31, 2017
|
|
976
|
|
|
6
|
|
|
256
|
|
|
1,238
|
|
Issuance of common stock:
|
|
|
|
|
|
|
|
|
||||
Primary shares
|
|
18,643
|
|
|
154
|
|
|
97
|
|
|
18,894
|
|
DRIP
|
|
189
|
|
|
1
|
|
|
6
|
|
|
196
|
|
Redemptions
|
|
(49
|
)
|
|
—
|
|
|
(14
|
)
|
|
(63
|
)
|
Balance as of December 31, 2018
|
|
19,759
|
|
|
161
|
|
|
345
|
|
|
20,265
|
|
|
(1)
|
Includes
20,000
Class I shares sold to the Advisor in November 2014. See “
Note 10
” for additional information.
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31
|
|
$
|
0.13625
|
|
|
$
|
747
|
|
|
$
|
1,102
|
|
|
$
|
406
|
|
|
$
|
2,255
|
|
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
|
|
$
|
0.54500
|
|
|
$
|
1,688
|
|
|
$
|
2,379
|
|
|
$
|
875
|
|
|
$
|
4,942
|
|
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
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31 (4)
|
|
$
|
0.12950
|
|
|
$
|
8
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
(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. As noted above, commencing with the third quarter of 2017, distributions were declared and paid as of monthly record dates. These monthly distributions have been aggregated and presented on a quarterly basis. The distributions on Class T shares and Class W shares of common stock 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 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 10
” for further detail regarding distribution fees.
|
(3)
|
Gross distributions are total distributions before the deduction of any distribution fees relating to Class T shares and Class W shares.
|
(4)
|
Cash distributions were authorized to all common stockholders of record as of the close of business on each day commencing on the date that the minimum offering requirements were met in connection with the initial public offering and ending on the last day of the quarter in which the minimum offering requirements were met (the “Initial Quarter”). The Company met the minimum offering requirements in connection with the initial public offering on November 30, 2016. Accordingly, the Initial Quarter commenced on that date and ended on December 31, 2016.
|
|
|
For the Year Ended December 31,
|
||||||||||
(in thousands, except per share data)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Number of eligible shares redeemed
|
|
63
|
|
|
—
|
|
|
—
|
|
|||
Aggregate dollar amount of shares redeemed
|
|
$
|
603
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Average redemption price per share
|
|
$
|
9.57
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
For the Year Ended December 31,
|
||||
(unaudited)
|
|
2018
|
|
2017
|
||
Ordinary income
|
|
—
|
%
|
|
—
|
%
|
Non-taxable return of capital
|
|
100.0
|
|
|
100.0
|
|
Long-term capital gain
|
|
—
|
|
|
—
|
|
Total distribution
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
Class T
|
|
Class W
|
|
Class I
|
Selling commissions (as % of offering price)
|
|
up to 2.0%
|
|
—%
|
|
—%
|
Dealer manager fees (as % of offering price)
|
|
up to 2.5%
|
|
—%
|
|
—%
|
Distribution fees (as % of NAV per annum)
|
|
1.0%
|
|
0.5%
|
|
—%
|
|
|
For the Year Ended December 31,
|
|
Payable as of
|
||||||||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
||||||||
Expensed:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Organization costs (1)
|
|
$
|
—
|
|
|
$
|
78
|
|
|
$
|
40
|
|
|
$
|
78
|
|
|
$
|
78
|
|
Advisory fee—fixed component
|
|
901
|
|
|
—
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|||||
Advisory fee—performance component
|
|
723
|
|
|
—
|
|
|
—
|
|
|
723
|
|
|
—
|
|
|||||
Acquisition expense reimbursements
|
|
4,900
|
|
|
—
|
|
|
—
|
|
|
3,500
|
|
|
—
|
|
|||||
Other expense reimbursements (2)
|
|
1,195
|
|
|
185
|
|
|
1
|
|
|
299
|
|
|
59
|
|
|||||
Total
|
|
$
|
7,719
|
|
|
$
|
263
|
|
|
$
|
41
|
|
|
$
|
4,800
|
|
|
$
|
137
|
|
Additional Paid-In Capital:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling commissions
|
|
$
|
4,372
|
|
|
$
|
203
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Dealer manager fees
|
|
4,430
|
|
|
253
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Offering costs (1)
|
|
13,270
|
|
|
849
|
|
|
—
|
|
|
14,119
|
|
|
849
|
|
|||||
Distribution fees—current (3)
|
|
875
|
|
|
12
|
|
|
—
|
|
|
168
|
|
|
8
|
|
|||||
Distribution fees—trailing (3)
|
|
7,063
|
|
|
394
|
|
|
—
|
|
|
7,457
|
|
|
394
|
|
|||||
Total
|
|
$
|
30,010
|
|
|
$
|
1,711
|
|
|
$
|
—
|
|
|
$
|
21,744
|
|
|
$
|
1,251
|
|
|
(1)
|
As of
December 31, 2018
, the Advisor had incurred
$14.4 million
of offering costs and
$0.1 million
of organization costs on behalf of the Company.
|
(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. The Company reimbursed the Advisor approximately
$0.9 million
and
$0.2 million
for the years ended
December 31, 2018
and
2017
, respectively, for such compensation expenses. There were
no
amounts reimbursed to the Advisor for the year ended December 31, 2016. The remaining amount of other expense reimbursements relate to other general overhead and administrative expenses including, but not limited to, allocated rent paid to both third parties and affiliates of the Advisor, equipment, utilities, insurance, travel and entertainment.
|
(3)
|
The distribution fees accrue daily and are payable monthly in arrears. The monthly amount of distribution fees payable is included in distributions payable on the 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 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 Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Fees deferred
|
|
$
|
901
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other expenses supported
|
|
4,682
|
|
|
1,735
|
|
|
150
|
|
|||
Total expense support from Advisor (1)
|
|
$
|
5,583
|
|
|
$
|
1,735
|
|
|
$
|
150
|
|
|
(1)
|
As of
December 31, 2018
and
2017
,
$0.7 million
and
$0.2 million
, respectively, of expense support was payable to the Company by the Advisor and is included in due from affiliates on the consolidated balance sheets.
|
|
|
For the Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Interest paid
|
|
$
|
1,521
|
|
|
$
|
84
|
|
|
$
|
13
|
|
Distributions payable
|
|
920
|
|
|
56
|
|
|
11
|
|
|||
Distribution fees payable to affiliates
|
|
7,457
|
|
|
394
|
|
|
—
|
|
|||
Distributions reinvested in common stock
|
|
1,959
|
|
|
53
|
|
|
—
|
|
|||
Accrued offering and organization costs due to the Advisor
|
|
14,197
|
|
|
927
|
|
|
—
|
|
|||
Accrued acquisition expense reimbursements due to the Advisor
|
|
3,500
|
|
|
—
|
|
|
—
|
|
|||
Non-cash capital expenditures
|
|
55
|
|
|
—
|
|
|
—
|
|
|||
Non-cash selling commissions and dealer manager fees
|
|
8,802
|
|
|
203
|
|
|
—
|
|
|
|
For the Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning of period:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
10,565
|
|
|
$
|
1,640
|
|
|
$
|
201
|
|
Restricted cash
|
|
481
|
|
|
481
|
|
|
—
|
|
|||
Cash, cash equivalents and restricted cash
|
|
$
|
11,046
|
|
|
$
|
2,121
|
|
|
$
|
201
|
|
End of period:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
19,016
|
|
|
$
|
10,565
|
|
|
$
|
1,640
|
|
Restricted cash
|
|
5
|
|
|
481
|
|
|
481
|
|
|||
Cash, cash equivalents and restricted cash
|
|
$
|
19,021
|
|
|
$
|
11,046
|
|
|
$
|
2,121
|
|
|
|
For the Quarter Ended
|
||||||||||||||
(in thousands, except per share data)
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2018
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
93
|
|
|
$
|
790
|
|
|
$
|
2,429
|
|
|
$
|
3,208
|
|
Total operating expenses
|
|
$
|
(1,375
|
)
|
|
$
|
(2,905
|
)
|
|
$
|
(4,419
|
)
|
|
$
|
(5,377
|
)
|
Total other expenses
|
|
$
|
(183
|
)
|
|
$
|
(324
|
)
|
|
$
|
(894
|
)
|
|
$
|
(849
|
)
|
Expense support from the Advisor
|
|
$
|
1,062
|
|
|
$
|
1,400
|
|
|
$
|
1,354
|
|
|
$
|
1,767
|
|
Net loss
|
|
$
|
(403
|
)
|
|
$
|
(1,039
|
)
|
|
$
|
(1,530
|
)
|
|
$
|
(1,251
|
)
|
Net loss attributable to common stockholders
|
|
$
|
(403
|
)
|
|
$
|
(1,039
|
)
|
|
$
|
(1,530
|
)
|
|
$
|
(1,251
|
)
|
Net loss per common share - basic and diluted (1)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.08
|
)
|
Weighted-average shares outstanding
|
|
2,961
|
|
|
6,248
|
|
|
10,491
|
|
|
16,562
|
|
||||
2017
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total operating expenses
|
|
$
|
(252
|
)
|
|
$
|
(306
|
)
|
|
$
|
(377
|
)
|
|
$
|
(288
|
)
|
Total other expenses
|
|
$
|
(33
|
)
|
|
$
|
(34
|
)
|
|
$
|
(56
|
)
|
|
$
|
(186
|
)
|
Expense support from the Advisor
|
|
$
|
318
|
|
|
$
|
373
|
|
|
$
|
469
|
|
|
$
|
575
|
|
Net income
|
|
$
|
33
|
|
|
$
|
33
|
|
|
$
|
36
|
|
|
$
|
101
|
|
Net income attributable to common stockholders
|
|
$
|
33
|
|
|
$
|
33
|
|
|
$
|
36
|
|
|
$
|
101
|
|
Net income per common share - basic and diluted (1)
|
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
$
|
0.14
|
|
|
$
|
0.14
|
|
Weighted-average shares outstanding
|
|
256
|
|
|
258
|
|
|
260
|
|
|
745
|
|
|
(1)
|
Quarterly net loss per common share amounts do not total the annual net loss per common share amount due to changes in the number of weighted-average shares outstanding calculated on a quarterly and annual basis and included in the net loss per share calculation.
|
(in thousands)
|
|
Class T
|
|
Class W
|
|
Class I
|
|
Notes to
Stockholders (1) |
|
Total
|
||||||||||
Amount of gross proceeds raised:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
$
|
261,319
|
|
|
$
|
4,742
|
|
|
$
|
4,381
|
|
|
$
|
—
|
|
|
$
|
270,442
|
|
DRIP
|
|
2,832
|
|
|
14
|
|
|
123
|
|
|
—
|
|
|
2,969
|
|
|||||
Private offering (2)
|
|
62
|
|
|
—
|
|
|
62
|
|
|
376
|
|
|
500
|
|
|||||
Total offering
|
|
$
|
264,213
|
|
|
$
|
4,756
|
|
|
$
|
4,566
|
|
|
$
|
376
|
|
|
$
|
273,911
|
|
Number of shares issued:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
24,890
|
|
|
472
|
|
|
458
|
|
|
—
|
|
|
25,820
|
|
|||||
DRIP
|
|
282
|
|
|
1
|
|
|
12
|
|
|
—
|
|
|
295
|
|
|||||
Private offering (2)
|
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
14
|
|
|||||
Stock dividends
|
|
—
|
|
|
6
|
|
|
3
|
|
|
—
|
|
|
9
|
|
|||||
Total offering
|
|
25,179
|
|
|
479
|
|
|
480
|
|
|
—
|
|
|
26,138
|
|
|
(1)
|
Amount relates to promissory notes issued to stockholders in the private offering. See “
Note 6
” for additional details.
|
(2)
|
The private offering closed on December 1, 2016.
|
(a)
|
1.
Financial Statements—
The financial statements are included under Item 8 of this report.
|
(b)
|
Exhibits
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20*
|
|
|
|
|
|
10.21*
|
|
|
|
|
|
10.22*
|
|
|
|
|
|
10.23*
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
21.1*
|
|
|
|
|
|
23.1*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
99.1*
|
|
|
|
|
|
99.2
|
|
|
|
|
|
101
|
|
The following materials from Black Creek Industrial REIT IV Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on March 6, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements.
|
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
|
|
# of Buildings
|
|
Debt
|
|
Initial Cost to Company
|
|
Costs Capitalized or Adjustments Subsequent to Acquisition
|
|
Gross Amount Carried as of
December 31, 2018 (2) |
|
Accumulated Depreciation and Amortization (3)
|
|
Acquisition Date
|
|
Depreciable
Life (Years) |
||||||||||||||||||||||||||
($ in thousands)
|
|
|
|
Land
|
|
Buildings and Improvements (1)
|
|
Total Costs
|
|
|
Land
|
|
Buildings and Improvements (1)
|
|
Total Costs (3)
|
|
|
|
||||||||||||||||||||||||
Consolidated Industrial Properties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Ontario Industrial Center in Ontario, CA
|
|
1
|
|
$
|
—
|
|
|
$
|
5,225
|
|
|
$
|
5,370
|
|
|
$
|
10,595
|
|
|
$
|
35
|
|
|
$
|
5,225
|
|
|
$
|
5,405
|
|
|
$
|
10,630
|
|
|
$
|
(449
|
)
|
|
2/26/2018
|
|
1-20
|
Medley Industrial Center in Medley, FL
|
|
1
|
|
—
|
|
|
2,864
|
|
|
4,559
|
|
|
7,423
|
|
|
26
|
|
|
2,864
|
|
|
4,585
|
|
|
7,449
|
|
|
(171
|
)
|
|
4/11/2018
|
|
1-30
|
|||||||||
Ontario Distribution Center in Ontario, CA
|
|
1
|
|
—
|
|
|
14,657
|
|
|
16,101
|
|
|
30,758
|
|
|
35
|
|
|
14,657
|
|
|
16,136
|
|
|
30,793
|
|
|
(738
|
)
|
|
5/17/2018
|
|
1-20
|
|||||||||
Park 429 Logistics Center in Ocoee, FL
|
|
2
|
|
—
|
|
|
7,963
|
|
|
36,919
|
|
|
44,882
|
|
|
181
|
|
|
7,963
|
|
|
37,100
|
|
|
45,063
|
|
|
(694
|
)
|
|
6/7/2018
|
|
1-40
|
|||||||||
Pescadero Distribution Center in Tracy, CA
|
|
1
|
|
—
|
|
|
5,602
|
|
|
40,021
|
|
|
45,623
|
|
|
59
|
|
|
5,602
|
|
|
40,080
|
|
|
45,682
|
|
|
(857
|
)
|
|
6/20/2018
|
|
1-40
|
|||||||||
Gothard Industrial Center in Huntington Beach, CA
|
|
1
|
|
—
|
|
|
5,325
|
|
|
4,771
|
|
|
10,096
|
|
|
45
|
|
|
5,325
|
|
|
4,816
|
|
|
10,141
|
|
|
(164
|
)
|
|
6/25/2018
|
|
1-20
|
|||||||||
Midway Industrial Center in Odenton, MD
|
|
1
|
|
—
|
|
|
4,579
|
|
|
3,548
|
|
|
8,127
|
|
|
39
|
|
|
4,579
|
|
|
3,587
|
|
|
8,166
|
|
|
(96
|
)
|
|
10/22/2018
|
|
1-20
|
|||||||||
Executive Airport Distribution Center in Henderson, NV
|
|
1
|
|
—
|
|
|
10,360
|
|
|
40,710
|
|
|
51,070
|
|
|
190
|
|
|
10,360
|
|
|
40,900
|
|
|
51,260
|
|
|
(238
|
)
|
|
11/20/2018
|
|
1-40
|
|||||||||
Iron Run Distribution Center in Allentown, PA
|
|
1
|
|
—
|
|
|
5,483
|
|
|
10,039
|
|
|
15,522
|
|
|
24
|
|
|
5,483
|
|
|
10,063
|
|
|
15,546
|
|
|
(28
|
)
|
|
12/04/2018
|
|
1-20
|
|||||||||
Elgin Distribution Center in Elgin, IL
|
|
1
|
|
—
|
|
|
4,032
|
|
|
16,951
|
|
|
20,983
|
|
|
37
|
|
|
4,032
|
|
|
16,988
|
|
|
21,020
|
|
|
(16
|
)
|
|
12/11/2018
|
|
1-40
|
|||||||||
Addison Distribution Center II in Addison, IL
|
|
1
|
|
—
|
|
|
4,439
|
|
|
8,009
|
|
|
12,448
|
|
|
7
|
|
|
4,439
|
|
|
8,016
|
|
|
12,455
|
|
|
(22
|
)
|
|
12/21/2018
|
|
1-30
|
|||||||||
Fontana Distribution Center in Fontana, CA
|
|
1
|
|
—
|
|
|
20,558
|
|
|
21,943
|
|
|
42,501
|
|
|
7
|
|
|
20,558
|
|
|
21,950
|
|
|
42,508
|
|
|
(83
|
)
|
|
12/28/2018
|
|
1-20
|
|||||||||
Total
|
|
13
|
|
$
|
—
|
|
|
$
|
91,087
|
|
|
$
|
208,941
|
|
|
$
|
300,028
|
|
|
$
|
685
|
|
|
$
|
91,087
|
|
|
$
|
209,626
|
|
|
$
|
300,713
|
|
|
$
|
(3,556
|
)
|
|
|
|
|
|
(1)
|
Includes gross intangible lease assets of
$24.5 million
and gross intangible lease liabilities of
$4.0 million
.
|
(2)
|
As of
December 31, 2018
, the aggregate cost for federal income tax purposes of investments in property was
$191.0 million
(unaudited).
|
(3)
|
A summary of activity for investment in real estate properties is as follows:
|
(in thousands)
|
|
2018
|
|
2017
|
||||
Investment in real estate properties:
|
|
|
|
|
||||
Balance at beginning of period
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquisition of properties
|
|
300,028
|
|
|
—
|
|
||
Improvements
|
|
685
|
|
|
—
|
|
||
Balance at end of period
|
|
$
|
300,713
|
|
|
$
|
—
|
|
Accumulated depreciation and amortization:
|
|
|
|
|
||||
Balance at beginning of period
|
|
$
|
—
|
|
|
$
|
—
|
|
Additions charged to costs and expenses
|
|
(3,556
|
)
|
|
—
|
|
||
Balance at end of period
|
|
$
|
(3,556
|
)
|
|
$
|
—
|
|
|
BLACK CREEK INDUSTRIAL REIT IV INC.
|
||
|
|
|
|
|
By:
|
|
/s/ DWIGHT L. MERRIMAN III
|
|
|
|
Dwight L. Merriman III
Managing Director, Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
By:
|
|
/s/ THOMAS G. MCGONAGLE
|
|
|
|
Thomas G. McGonagle
Managing Director, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/
S
/ EVAN H. ZUCKER
|
|
Chairman of the Board and Director
|
|
March 6, 2019
|
Evan H. Zucker
|
|
|
|
|
|
|
|
||
/
S
/ MARSHALL M. BURTON
|
|
Director
|
|
March 6, 2019
|
Marshall M. Burton
|
|
|
|
|
|
|
|
|
|
/
S
/ CHARLES B. DUKE
|
|
Director
|
|
March 6, 2019
|
Charles B. Duke
|
|
|
|
|
|
|
|
|
|
/
S
/ JOHN S. HAGESTAD
|
|
Director
|
|
March 6, 2019
|
John S. Hagestad
|
|
|
|
|
|
|
|
|
|
/
S
/ STANLEY A. MOORE
|
|
Director
|
|
March 6, 2019
|
Stanley A. Moore
|
|
|
|
|
|
|
|
|
|
/
S
/ DWIGHT L. MERRIMAN III
|
|
Managing Director, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
March 6, 2019
|
Dwight L. Merriman III
|
|
|
|
|
|
|
|
|
|
/
S
/ THOMAS G. MCGONAGLE
|
|
Managing Director, Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
|
March 6, 2019
|
Thomas G. McGonagle
|
|
|
|
|
BLACK CREEK INDUSTRIAL REIT IV INC.
|
||
|
|
|
By:
|
||
Name: Thomas G. McGonagle
|
||
Title: Managing Director, Chief Financial Officer
|
||
|
|
|
Number of Shares of Restricted Stock
|
Vesting Date
|
||
[
|
]
|
[
|
]
|
[
|
]
|
[
|
]
|
[
|
]
|
[
|
]
|
[
|
]
|
[
|
]
|
BLACK CREEK INDUSTRIAL REIT IV INC.
|
||
|
|
|
By:
|
||
Name: Thomas G. McGonagle
|
||
Title: Managing Director, Chief Financial Officer
|
||
|
|
|
Number of Shares of Restricted Stock
|
Vesting Date
|
||
[
|
]
|
[
|
]
|
[
|
]
|
[
|
]
|
[
|
]
|
[
|
]
|
[
|
]
|
[
|
]
|
BLACK CREEK INDUSTRIAL REIT IV INC.
|
||
|
|
|
By:
|
||
Name: Thomas G. McGonagle
|
||
Title: Managing Director, Chief Financial Officer
|
||
|
|
|
ENTITY NAME
|
DOMESTIC JURISDICTION
|
FOREIGN QUALIFICATION
|
BCI IV Acquisitions LLC
|
Delaware
|
n/a
|
BCI IV Addison DC II LLC
|
Delaware
|
Illinois
|
BCI IV Advisors LLC
|
Delaware
|
Colorado
|
BCI IV Advisors Group LLC
|
Delaware
|
Colorado
|
BCI IV Airport IC GP LLC
|
Delaware
|
n/a
|
BCI IV Airport IC LP
|
Delaware
|
California
|
BCI IV Elgin DC LLC
|
Delaware
|
Illinois
|
BCI IV Executive Airport DC Holdco LLC
|
Delaware
|
n/a
|
BCI IV Executive Airport DC LLC
|
Delaware
|
Nevada
|
BCI IV Fontana DC GP LLC
|
Delaware
|
n/a
|
BCI IV Fontana DC LP
|
Delaware
|
California
|
BCI IV Gothard IC GP LLC
|
Delaware
|
n/a
|
BCI IV Gothard IC LP
|
Delaware
|
California
|
BCI IV Iron Run DC LLC
|
Delaware
|
Pennsylvania
|
BCI IV LOC Lender LLC
|
Delaware
|
n/a
|
BCI IV Medley IC LLC
|
Delaware
|
Florida
|
BCI IV Midway IC LLC
|
Delaware
|
Maryland
|
BCI IV Ontario DC GP LLC
|
Delaware
|
n/a
|
BCI IV Ontario DC LP
|
Delaware
|
California
|
BCI IV Ontario IC GP LLC
|
Delaware
|
n/a
|
BCI IV Ontario IC LP
|
Delaware
|
California
|
BCI IV Operating Partnership LP
|
Delaware
|
Colorado
|
BCI IV Park 429 Logistics Center LLC
|
Delaware
|
Florida
|
BCI IV Pescadero DC GP LLC
|
Delaware
|
n/a
|
BCI IV Pescadero DC LP
|
Delaware
|
California
|
BCI IV Property Management LLC
|
Delaware
|
n/a
|
BCI IV Services LLC
|
Delaware
|
n/a
|
Black Creek Industrial REIT IV Inc.
|
Maryland
|
Colorado
|
1.
|
I have reviewed this Annual Report on Form 10-K 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.
|
|
|
|
March 6, 2019
|
|
/s/ DWIGHT L. MERRIMAN III
|
|
|
Dwight L. Merriman III
Managing Director, Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of Black Creek Industrial REIT 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.
|
|
|
|
March 6, 2019
|
|
/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.
|
|
|
|
March 6, 2019
|
|
/s/ DWIGHT L. MERRIMAN III
|
|
|
Dwight L. Merriman III
Managing Director, Chief Executive Officer
(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.
|
|
|
|
March 6, 2019
|
|
/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.
|
March 6, 2019
|
|
Altus Group U.S., Inc.
|