|
Maryland
|
000-56032
|
47-1592886
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
•
|
Current Report on Form 8-K (the “Current Report”) filed with the Securities and Exchange Commission (the “SEC”) on July 1, 2019, to provide the required financial information relating to the Company’s acquisition of the Dallas Infill Industrial Portfolio, as described in that Current Report.
|
Exhibit
Number
|
|
Description
|
99.1
|
|
|
|
|
Statement of Revenues and Certain Expenses for the Three Months Ended March 31, 2019 (unaudited) and for the Year Ended December 31, 2018
|
|
|
Notes to the Statement of Revenues and Certain Expenses for the Three Months Ended March 31, 2019 (unaudited) and for the Year Ended December 31, 2019
|
99.2
|
|
|
|
|
Pro Forma Consolidated Statement of Operations for the Six Months Ended June 30, 2019 (unaudited)
|
|
|
Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2018 (unaudited)
|
|
|
Notes to the Pro Forma Consolidated Statement of Operations for the Six Months Ended June 30, 2019 (unaudited) and for the Year Ended December 31, 2018 (unaudited)
|
|
|
BLACK CREEK INDUSTRIAL REIT IV INC.
|
|
|
|
|
|
August 21, 2019
|
|
By:
|
/s/ THOMAS G. MCGONAGLE
|
|
|
|
Name: Thomas G. McGonagle
|
|
|
|
Title: Managing Director, Chief Financial Officer
|
(in thousands)
|
|
For the Three Months
Ended March 31, 2019
|
|
For the Year Ended
December 31, 2018
|
||||
|
|
(unaudited)
|
|
|
||||
Revenues:
|
|
|
|
|
||||
Rental revenues
|
|
$
|
1,833
|
|
|
$
|
7,085
|
|
Total revenues
|
|
1,833
|
|
|
7,085
|
|
||
Certain expenses:
|
|
|
|
|
||||
Real estate taxes
|
|
455
|
|
|
1,282
|
|
||
Operating expenses
|
|
106
|
|
|
690
|
|
||
Insurance
|
|
19
|
|
|
76
|
|
||
Management fees
|
|
37
|
|
|
179
|
|
||
Total certain expenses
|
|
617
|
|
|
2,227
|
|
||
Excess of revenues over certain expenses
|
|
$
|
1,216
|
|
|
$
|
4,858
|
|
(in thousands)
|
|
Amount
|
||
2019
|
|
$
|
5,283
|
|
2020
|
|
5,228
|
|
|
2021
|
|
4,039
|
|
|
2022
|
|
3,625
|
|
|
2023
|
|
1,697
|
|
|
Thereafter
|
|
3,525
|
|
|
Total
|
|
$
|
23,397
|
|
Customer
|
|
Lease Expiration
|
|
% of Total
Rental Revenues
|
Automotive Parts Distribution International, LLC
|
|
December 2022
|
|
24%
|
Cardone Industries, Inc.
|
|
March 2021
|
|
21%
|
Total Sweeteners, Inc.
|
|
August 2024
|
|
10%
|
(in thousands, except per share data)
|
|
Company Historical (1)
|
|
Acquisitions
|
|
|
Pro Forma
Adjustments |
|
|
Consolidated
Pro Forma |
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rental revenues
|
|
$
|
12,964
|
|
|
$
|
3,666
|
|
(2)
|
|
$
|
383
|
|
(4)
|
|
$
|
17,013
|
|
|
Total revenues
|
|
12,964
|
|
|
3,666
|
|
|
|
383
|
|
|
|
17,013
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rental expenses
|
|
2,971
|
|
|
1,235
|
|
(3)
|
|
—
|
|
|
|
4,206
|
|
|
||||
Real estate-related depreciation and amortization
|
|
7,015
|
|
|
—
|
|
|
|
2,878
|
|
(5)
|
|
9,893
|
|
|
||||
General and administrative expenses
|
|
1,243
|
|
|
—
|
|
|
|
—
|
|
|
|
1,243
|
|
|
||||
Advisory fees, related party
|
|
2,735
|
|
|
—
|
|
|
|
460
|
|
(6)
|
|
3,195
|
|
|
||||
Acquisition expense reimbursements, related party
|
|
1,574
|
|
|
—
|
|
|
|
—
|
|
|
|
1,574
|
|
|
||||
Other expense reimbursements, related party
|
|
963
|
|
|
—
|
|
|
|
—
|
|
|
|
963
|
|
|
||||
Total operating expenses
|
|
16,501
|
|
|
1,235
|
|
|
|
3,338
|
|
|
|
21,074
|
|
|
||||
Other expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense and other
|
|
2,355
|
|
|
—
|
|
|
|
887
|
|
(7)
|
|
3,242
|
|
|
||||
Total other expenses
|
|
2,355
|
|
|
—
|
|
|
|
887
|
|
|
|
3,242
|
|
|
||||
Total expenses before expense support
|
|
18,856
|
|
|
1,235
|
|
|
|
4,225
|
|
|
|
24,316
|
|
|
||||
Total reimbursement to the Advisor, net
|
|
(1,160
|
)
|
|
—
|
|
|
|
(741
|
)
|
(8)
|
|
(1,901
|
)
|
|
||||
Net expenses after expense support
|
|
(20,016
|
)
|
|
(1,235
|
)
|
|
|
(4,966
|
)
|
|
|
(26,217
|
)
|
|
||||
Net (loss) income
|
|
(7,052
|
)
|
|
2,431
|
|
|
|
(4,583
|
)
|
|
|
(9,204
|
)
|
|
||||
Net loss (income) attributable to redeemable noncontrolling interests
|
|
18
|
|
|
—
|
|
|
|
—
|
|
|
|
18
|
|
|
||||
Net loss (income) attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
||||
Net (loss) income attributable to common stockholders
|
|
$
|
(7,034
|
)
|
|
$
|
2,431
|
|
|
|
$
|
(4,583
|
)
|
|
|
$
|
(9,186
|
)
|
|
Weighted-average shares outstanding
|
|
30,248
|
|
|
|
|
|
|
|
|
36,993
|
|
(9)
|
||||||
Net loss per common share - basic and diluted
|
|
$
|
(0.23
|
)
|
|
|
|
|
|
|
|
$
|
(0.25
|
)
|
|
(in thousands, except per share data)
|
|
Company Historical (1)
|
|
Acquisitions
|
|
|
Pro Forma
Adjustments |
|
|
Consolidated
Pro Forma |
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rental revenues
|
|
$
|
6,520
|
|
|
$
|
9,452
|
|
(2)
|
|
$
|
766
|
|
(4)
|
|
$
|
16,738
|
|
|
Total revenues
|
|
6,520
|
|
|
9,452
|
|
|
|
766
|
|
|
|
16,738
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rental expenses
|
|
1,252
|
|
|
2,662
|
|
(3)
|
|
—
|
|
|
|
3,914
|
|
|
||||
Real estate-related depreciation and amortization
|
|
3,541
|
|
|
—
|
|
|
|
7,014
|
|
(5)
|
|
10,555
|
|
|
||||
General and administrative expenses
|
|
1,564
|
|
|
—
|
|
|
|
—
|
|
|
|
1,564
|
|
|
||||
Advisory fees, related party
|
|
1,624
|
|
|
—
|
|
|
|
1,252
|
|
(6)
|
|
2,876
|
|
|
||||
Acquisition expense reimbursements, related party
|
|
4,900
|
|
|
—
|
|
|
|
—
|
|
|
|
4,900
|
|
|
||||
Other expense reimbursements, related party
|
|
1,195
|
|
|
—
|
|
|
|
—
|
|
|
|
1,195
|
|
|
||||
Total operating expenses
|
|
14,076
|
|
|
2,662
|
|
|
|
8,266
|
|
|
|
25,004
|
|
|
||||
Other expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense and other
|
|
2,250
|
|
|
—
|
|
|
|
2,701
|
|
(7)
|
|
4,951
|
|
|
||||
Total other expenses
|
|
2,250
|
|
|
—
|
|
|
|
2,701
|
|
|
|
4,951
|
|
|
||||
Total expenses before expense support
|
|
16,326
|
|
|
2,662
|
|
|
|
10,967
|
|
|
|
29,955
|
|
|
||||
Total expense support from the Advisor, net
|
|
5,583
|
|
|
—
|
|
|
|
1,285
|
|
(8)
|
|
6,868
|
|
|
||||
Net expenses after expense support
|
|
(10,743
|
)
|
|
(2,662
|
)
|
|
|
(9,682
|
)
|
|
|
(23,087
|
)
|
|
||||
Net (loss) income
|
|
(4,223
|
)
|
|
6,790
|
|
|
|
(8,916
|
)
|
|
|
(6,349
|
)
|
|
||||
Net loss (income) attributable to redeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
||||
Net loss (income) attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
||||
Net (loss) income attributable to common stockholders
|
|
$
|
(4,223
|
)
|
|
$
|
6,790
|
|
|
|
$
|
(8,916
|
)
|
|
|
$
|
(6,349
|
)
|
|
Weighted-average shares outstanding
|
|
9,107
|
|
|
|
|
|
|
|
|
36,993
|
|
(9)
|
||||||
Net loss per common share - basic and diluted
|
|
$
|
(0.46
|
)
|
|
|
|
|
|
|
|
$
|
(0.17
|
)
|
|
(1)
|
Reflects the Company’s historical consolidated statement of operations for the
six months ended June 30, 2019
and for the
year
ended
December 31, 2018
. Refer to the Company’s historical consolidated financial statements and notes thereto included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on
August 12, 2019
and the Company’s
Annual Report on Form 10-K
filed with the SEC on
March 6, 2019
.
|
(2)
|
The table below sets forth the incremental impact of rental revenue of the real estate properties acquired by the Company based on the historical operations of those properties for the periods prior to acquisition. The incremental rental revenue is determined based on the respective property's historical rental revenue and the purchase accounting entries and includes: (i) the incremental base rent adjustments calculated based on the terms of the acquired lease and presented on a straight-line basis and (ii) the incremental reimbursement and other revenue adjustments, which consist primarily of rental expense recoveries, and are determined based on the acquired customer’s historical reimbursement and other revenue. The incremental straight-line rent adjustment resulted in an increase to rental revenue of approximately $0.2 million for the
six months ended June 30, 2019
and $1.1 million for the
year
ended
December 31, 2018
.
|
|
|
For the Six Months Ended June 30, 2019
|
|
For the Year Ended December 31, 2018
|
||||||||||||
(in thousands)
|
|
Incremental
Rental Revenue |
|
Incremental Reimbursement Revenue
|
|
Incremental
Rental Revenue
|
|
Incremental Reimbursement Revenue
|
||||||||
Park 429 Logistics Center
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
922
|
|
|
$
|
30
|
|
Pescadero Distribution Center
|
|
—
|
|
|
—
|
|
|
1,079
|
|
|
336
|
|
||||
Dallas Infill Industrial Portfolio
|
|
2,412
|
|
|
1,254
|
|
|
5,082
|
|
|
2,003
|
|
||||
Total
|
|
$
|
2,412
|
|
|
$
|
1,254
|
|
|
$
|
7,083
|
|
|
$
|
2,369
|
|
(3)
|
The table below sets forth the incremental impact of rental expense of the real estate properties acquired by the Company based on the historical operations of those properties for the periods prior to acquisition. The incremental rental expense adjustment is determined based on the respective property’s historical operating expenses, insurance expense, and property management fees.
|
|
|
For the Six Months Ended June 30, 2019
|
|
For the Year Ended December 31, 2018
|
||||||||||||
(in thousands)
|
|
Incremental
Rental Expense
|
|
Incremental
Real Estate Taxes
|
|
Incremental
Rental Expense |
|
Incremental
Real Estate Taxes |
||||||||
Park 429 Logistics Center
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
54
|
|
|
$
|
43
|
|
Pescadero Distribution Center
|
|
—
|
|
|
—
|
|
|
70
|
|
|
268
|
|
||||
Dallas Infill Industrial Portfolio
|
|
325
|
|
|
910
|
|
|
945
|
|
|
1,282
|
|
||||
Total
|
|
$
|
325
|
|
|
$
|
910
|
|
|
$
|
1,069
|
|
|
$
|
1,593
|
|
(4)
|
Amount represents the incremental impact of rental revenue of the properties acquired by the Company, which includes the adjustments to reflect rents at market, as determined in purchase accounting, that consists of above- and below-market lease assets and liabilities, which are amortized over the remaining lease term.
|
(in thousands)
|
|
For the Six Months Ended June 30, 2019
|
|
For the Year Ended December 31, 2018
|
||||
Park 429 Logistics Center
|
|
$
|
—
|
|
|
$
|
11
|
|
Pescadero Distribution Center
|
|
—
|
|
|
(12
|
)
|
||
Dallas Infill Industrial Portfolio
|
|
383
|
|
|
767
|
|
||
Total
|
|
$
|
383
|
|
|
$
|
766
|
|
(5)
|
Amount represents the incremental depreciation and amortization expense of the real estate properties acquired by the Company. Pursuant to the purchase price allocations, the amounts allocated to buildings are depreciated on a straight-line basis over a period of up to 40 years, commencing when the building is complete and ready for its intended use, and the amounts allocated to intangible in-place lease assets are amortized on a straight-line basis over the lease term.
|
(in thousands)
|
|
For the Six Months Ended June 30, 2019
|
|
For the Year Ended December 31, 2018
|
||||
Park 429 Logistics Center
|
|
$
|
—
|
|
|
$
|
539
|
|
Pescadero Distribution Center
|
|
—
|
|
|
720
|
|
||
Dallas Infill Industrial Portfolio
|
|
2,878
|
|
|
5,755
|
|
||
Total
|
|
$
|
2,878
|
|
|
$
|
7,014
|
|
(6)
|
Amount represents the fixed component of the advisory fee that is payable monthly to BCI IV Advisors LLC, the Company's Advisor, for asset management services provided to the Company. The fixed component of the advisory fee consists of a monthly fee of one-twelfth of 0.80% of the aggregate cost of real property assets located in the U.S. within the Company’s portfolio. Amount was calculated as though the real estate properties acquired by the Company had been managed by the Company’s Advisor since January 1, 2018.
|
(7)
|
Amount represents the incremental interest expense related to the borrowings under the Company's corporate line of credit and the assumed mortgage notes incurred in conjunction with the respective real estate property acquisitions. The incremental interest expense is calculated based on the actual terms of the respective financing agreement as if these financings were outstanding as of January 1, 2018.
|
(in thousands)
|
|
Weighted-Average
Interest Rate
|
|
Amount
Financed
|
|
|
For the Six Months Ended June 30, 2019
|
|
For the Year Ended December 31, 2018
|
||||||
Park 429 Logistics Center
|
|
4.10%
|
|
$
|
23,879
|
|
(a)
|
|
$
|
—
|
|
|
$
|
418
|
|
Pescadero Distribution Center
|
|
4.10%
|
|
23,905
|
|
(a)
|
|
—
|
|
|
454
|
|
|||
Dallas Infill Industrial Portfolio
|
|
3.71%
|
|
49,250
|
|
(b)
|
|
887
|
|
|
1,829
|
|
|||
Total
|
|
|
|
$
|
97,034
|
|
|
|
$
|
887
|
|
|
$
|
2,701
|
|
|
(a)
|
Amount was borrowed under the Company’s corporate line of credit. The incremental interest expense is calculated using the interest rate in effect as of December 31, 2018.
|
(8)
|
Amount represents the adjustment to the expense support the Company would have received from the Company’s Advisor assuming the real estate properties acquired by the Company had been managed by the Company’s Advisor since January 1, 2018.
|
(9)
|
The pro forma weighted-average shares of common stock outstanding for the
six months ended June 30, 2019
and for the
year
ended
December 31, 2018
were calculated to reflect all shares sold through June 30, 2019 as if they had been issued on January 1, 2018.
|