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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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47-1592886
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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518 Seventeenth Street, 17th Floor, Denver, CO
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80202
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(Address of principal executive offices)
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(Zip code)
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Smaller reporting company
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x
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Non-accelerated filer
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x
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Emerging growth company
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x
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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•
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Our ability to raise capital and effectively deploy the net proceeds raised in our public offerings in accordance with our investment strategy and objectives;
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•
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The failure of properties to perform as we expect;
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•
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Risks associated with acquisitions, dispositions and development of properties;
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•
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Our failure to successfully integrate acquired properties and operations;
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•
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Unexpected delays or increased costs associated with any development projects;
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•
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The availability of cash flows from operating activities for distributions and capital expenditures;
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•
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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;
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•
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Difficulties in economic conditions generally and the real estate, debt, and securities markets specifically;
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•
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Legislative or regulatory changes, including changes to the laws governing the taxation of real estate investment trusts (“REITs”);
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•
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Our failure to obtain, renew, or extend necessary financing or access the debt or equity markets;
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•
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Conflicts of interest arising out of our relationships with the Sponsor, the Advisor, and their affiliates;
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•
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Risks associated with using debt to fund our business activities, including re-financing and interest rate risks;
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•
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Increases in interest rates, operating costs, or greater than expected capital expenditures;
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•
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Changes to U.S. generally accepted accounting principles (“GAAP”); and
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•
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Our ability to continue to qualify as a REIT.
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•
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preserving and protecting our stockholders’ capital contributions;
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•
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providing current income to our stockholders in the form of regular cash distributions; and
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•
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realizing capital appreciation upon the potential sale of our assets or other liquidity event.
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•
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redemption rights of qualifying parties;
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•
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a requirement that we may not be removed as the general partner of the operating partnership without our consent;
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•
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transfer restrictions on our Operating Partnership units (“OP Units”);
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•
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our ability, as general partner, in some cases, to amend the partnership agreement without the consent of the limited partners; and
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•
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the right of the limited partners to consent to transfers of the general partnership interest and mergers under specified circumstances.
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•
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A merger, tender offer or proxy contest;
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•
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The assumption of control by a holder of a large block of our securities; and/or
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•
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The removal of incumbent management.
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•
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Economic downturn and turmoil in the financial markets may preclude us from leasing our properties or increase the vacancy level of our assets;
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•
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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;
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•
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Rising vacancy rates for commercial property, particularly in large metropolitan areas;
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•
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Our inability to attract and maintain quality customers;
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•
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Default or breaches by our customers of their contractual obligations;
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•
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Increases in our operating costs, including the need for capital improvements;
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•
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Increases in the taxes levied on our business;
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•
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Regulatory changes affecting the real estate industry, including zoning rules; and
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•
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Susceptibility of certain areas to natural disasters.
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•
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Long periods of time may elapse between the commencement and the completion of our projects;
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•
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Construction and development costs may exceed original estimates;
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•
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The developer/builder may be unable to index costs or receivables to inflation indices prevailing in the industry;
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•
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The level of interest of potential customers for a recently launched development may be low;
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•
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There could be delays in obtaining necessary permits;
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•
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The supply and availability of construction materials and equipment may decrease and the price of construction materials and equipment may increase;
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•
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Construction and sales may not be completed on time, resulting in a cost increase;
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•
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It may be difficult to acquire land for new developments or properties;
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•
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Labor may be in limited availability;
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•
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Changes in tax, real estate and zoning laws may be unfavorable to us; and
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•
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Unforeseen environmental or other site conditions.
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•
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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;
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•
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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;
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•
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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
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•
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That actions by such venture partner could adversely affect our reputation, negatively impacting our ability to conduct business.
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•
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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;
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•
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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;
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•
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public offerings of equity by us, which may result in increased advisory fees for the Advisor;
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•
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competition for customers from entities sponsored or advised by affiliates of our Sponsor that own properties in the same geographic area as us; and
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•
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investments through a joint venture or other co‑ownership arrangements, which may result in increased fees for the Advisor.
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•
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Overall investment objectives, strategy and criteria, including product type and style of investing (for example, core, core plus, value-add and opportunistic);
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•
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The general real property sector or debt investment allocation targets of each program and any targeted geographic concentration;
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•
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The cash requirements of each program;
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•
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The strategic proximity of the investment opportunity to other assets;
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•
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The effect of the acquisition on diversification of investments, including by type of property, geographic area, customers, size and risk;
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•
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The policy of each program relating to leverage of investments;
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•
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The effect of the acquisition on loan maturity profile;
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•
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The effect on lease expiration profile;
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•
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Customer concentration;
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•
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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;
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•
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The effect of the acquisition on the applicable entity’s intention not to be subject to regulation under the Investment Company Act;
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•
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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;
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•
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The financial attributes of the investment opportunity;
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•
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Availability of financing;
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•
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Cost of capital;
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•
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Ability to service any debt associated with the investment opportunity;
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•
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Risk return profiles;
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•
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Targeted distribution rates;
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•
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Anticipated future pipeline of suitable investments;
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•
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Expected holding period of the investment opportunity and the applicable entity’s remaining term;
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•
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Whether the applicable entity still is in its fundraising and acquisition stage, or has substantially invested the proceeds from its fundraising stage;
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•
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Whether the applicable entity was formed for the purpose of making a particular type of investment;
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•
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Affiliate and/or related party considerations;
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•
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The anticipated cash flow of the applicable entity and the asset;
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•
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Tax effects of the acquisition, including on REIT or partnership qualifications;
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•
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The size of the investment opportunity; and
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•
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The amount of funds available to each program and the length of time such funds have been available for investment.
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•
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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;
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•
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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
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•
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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.
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•
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Limitations on the capital structure of the entity;
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•
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Restrictions on certain investments;
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•
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Prohibitions on transactions with affiliated entities; and
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•
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Public reporting disclosures, record keeping, voting procedures, proxy disclosure and similar corporate governance rules and regulations.
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Building Type
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Description
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% of Rentable Square Feet
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Bulk distribution
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Building size of 150,000 to over 1 million square feet, single or multi-customer
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75.6
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%
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Light industrial
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|
Building size of less than 150,000 square feet, single or multi-customer
|
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24.4
|
|
|
|
|
|
100.0
|
%
|
($ and square feet in thousands)
|
|
Number of Buildings
|
|
Rentable
Square Feet |
|
Occupied
Rate (1) |
|
Leased
Rate (1) |
|
Annualized Base Rent (2)
|
|
% of Total Annualized Base Rent
|
||||||
Austin
|
|
1
|
|
119
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
$
|
921
|
|
|
2.1
|
%
|
Central Valley
|
|
1
|
|
382
|
|
|
100.0
|
|
|
100.0
|
|
|
2,213
|
|
|
4.9
|
|
|
Cincinnati
|
|
1
|
|
152
|
|
|
100.0
|
|
|
100.0
|
|
|
680
|
|
|
1.5
|
|
|
Chicago
|
|
2
|
|
386
|
|
|
100.0
|
|
|
100.0
|
|
|
1,884
|
|
|
4.2
|
|
|
Dallas
|
|
5
|
|
1,433
|
|
|
100.0
|
|
|
100.0
|
|
|
5,324
|
|
|
11.9
|
|
|
D.C. / Baltimore
|
|
1
|
|
126
|
|
|
100.0
|
|
|
100.0
|
|
|
535
|
|
|
1.2
|
|
|
Las Vegas
|
|
5
|
|
851
|
|
|
100.0
|
|
|
100.0
|
|
|
5,839
|
|
|
13.1
|
|
|
New Jersey
|
|
4
|
|
725
|
|
|
99.6
|
|
|
99.6
|
|
|
4,237
|
|
|
9.5
|
|
|
Orlando
|
|
2
|
|
441
|
|
|
100.0
|
|
|
100.0
|
|
|
2,464
|
|
|
5.5
|
|
|
Pennsylvania
|
|
8
|
|
988
|
|
|
100.0
|
|
|
100.0
|
|
|
5,527
|
|
|
12.4
|
|
|
Reno
|
|
6
|
|
1,422
|
|
|
92.7
|
|
|
100.0
|
|
|
6,233
|
|
|
13.9
|
|
|
South Florida
|
|
2
|
|
282
|
|
|
100.0
|
|
|
100.0
|
|
|
1,884
|
|
|
4.2
|
|
|
Southern California
|
|
7
|
|
1,179
|
|
|
100.0
|
|
|
100.0
|
|
|
6,978
|
|
|
15.6
|
|
|
Total Portfolio
|
|
45
|
|
8,486
|
|
|
98.7
|
%
|
|
100.0
|
%
|
|
$
|
44,719
|
|
|
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, 2019, multiplied by 12.
|
($ and square feet in thousands)
|
|
Number of Leases
|
|
Occupied Square Feet
|
|
% of Total Occupied Square Feet
|
|
Annualized Base Rent (1)
|
|
% of Total Annualized Base Rent
|
|||||
2020
|
|
9
|
|
250
|
|
|
3.0
|
%
|
|
$
|
1,434
|
|
|
3.2
|
%
|
2021
|
|
22
|
|
1,120
|
|
|
13.4
|
|
|
6,184
|
|
|
13.8
|
|
|
2022
|
|
17
|
|
1,583
|
|
|
18.9
|
|
|
7,035
|
|
|
15.7
|
|
|
2023
|
|
21
|
|
1,665
|
|
|
19.9
|
|
|
9,510
|
|
|
21.3
|
|
|
2024
|
|
15
|
|
1,042
|
|
|
12.4
|
|
|
5,346
|
|
|
12.0
|
|
|
2025
|
|
8
|
|
576
|
|
|
6.9
|
|
|
3,569
|
|
|
8.0
|
|
|
2026
|
|
2
|
|
314
|
|
|
3.7
|
|
|
2,070
|
|
|
4.6
|
|
|
2027
|
|
4
|
|
364
|
|
|
4.3
|
|
|
1,653
|
|
|
3.7
|
|
|
2028
|
|
5
|
|
405
|
|
|
4.8
|
|
|
2,492
|
|
|
5.6
|
|
|
Thereafter
|
|
6
|
|
1,060
|
|
|
12.7
|
|
|
5,426
|
|
|
12.1
|
|
|
Total occupied
|
|
109
|
|
8,379
|
|
|
100.0
|
%
|
|
$
|
44,719
|
|
|
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, 2019, multiplied by 12.
|
Customer
|
|
% of Total Occupied Square Feet
|
|
% of Total Annualized Base Rent
|
||
The Kroger Co.
|
|
5.8
|
%
|
|
5.8
|
%
|
Patagonia, Inc.
|
|
5.6
|
|
|
5.2
|
|
Boyd Flotation, Inc.
|
|
3.8
|
|
|
4.5
|
|
Hooker Furniture Corporation
|
|
3.9
|
|
|
3.5
|
|
Dayton Parts, LLC
|
|
3.8
|
|
|
3.4
|
|
Postal Center International, Inc.
|
|
2.7
|
|
|
3.3
|
|
Colavita USA, L.L.C.
|
|
2.1
|
|
|
3.0
|
|
Automotive Parts Distribution International, LLC
|
|
4.9
|
|
|
3.0
|
|
City Furniture, Inc.
|
|
2.9
|
|
|
3.0
|
|
Almo Distributing Pennsylvania, Inc.
|
|
3.6
|
|
|
2.9
|
|
Total
|
|
39.1
|
%
|
|
37.6
|
%
|
($ and square feet in thousands)
|
|
Number of Leases
|
|
Occupied Square Feet
|
|
% of Total
Occupied Square Feet |
|
Annualized Base Rent (1)
|
|
% of Total
Annualized Base Rent |
|||||
Storage / Warehousing
|
|
17
|
|
1,241
|
|
|
14.8
|
%
|
|
$
|
6,392
|
|
|
14.3
|
%
|
Food & Beverage
|
|
8
|
|
921
|
|
|
11.0
|
|
|
5,342
|
|
|
11.9
|
|
|
Auto
|
|
9
|
|
1,322
|
|
|
15.8
|
|
|
5,219
|
|
|
11.7
|
|
|
Home Furnishings
|
|
4
|
|
906
|
|
|
10.8
|
|
|
5,086
|
|
|
11.4
|
|
|
Transportation / Logistics
|
|
8
|
|
947
|
|
|
11.3
|
|
|
4,920
|
|
|
11.0
|
|
|
Apparel / Clothing
|
|
3
|
|
468
|
|
|
5.6
|
|
|
2,344
|
|
|
5.2
|
|
|
Printing
|
|
3
|
|
405
|
|
|
4.8
|
|
|
2,273
|
|
|
5.1
|
|
|
Construction / Engineering
|
|
3
|
|
270
|
|
|
3.2
|
|
|
1,494
|
|
|
3.4
|
|
|
Computer / Electronics
|
|
8
|
|
193
|
|
|
2.3
|
|
|
1,452
|
|
|
3.2
|
|
|
Appliance
|
|
1
|
|
303
|
|
|
3.6
|
|
|
1,310
|
|
|
2.9
|
|
|
Other
|
|
45
|
|
1,403
|
|
|
16.8
|
|
|
8,887
|
|
|
19.9
|
|
|
Total
|
|
109
|
|
8,379
|
|
|
100.0
|
%
|
|
$
|
44,719
|
|
|
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, 2019, multiplied by 12.
|
Quarter
|
|
Low
|
|
High
|
||||
2019
|
|
|
|
|
||||
First Quarter
|
|
$
|
10.0497
|
|
|
$
|
10.0618
|
|
Second Quarter
|
|
$
|
10.0477
|
|
|
$
|
10.0583
|
|
Third Quarter
|
|
$
|
10.0326
|
|
|
$
|
10.0587
|
|
Fourth Quarter
|
|
$
|
10.0611
|
|
|
$
|
10.0763
|
|
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, 2019
|
|
September 30, 2019
|
||||
Investments in industrial properties
|
|
$
|
923,600
|
|
|
$
|
807,050
|
|
Cash and cash equivalents
|
|
51,178
|
|
|
49,384
|
|
||
Other assets
|
|
1,423
|
|
|
5,334
|
|
||
Line of credit, term loan and mortgage notes
|
|
(464,826
|
)
|
|
(393,749
|
)
|
||
Other liabilities
|
|
(11,092
|
)
|
|
(17,632
|
)
|
||
Accrued performance component of advisory fee
|
|
(2,913
|
)
|
|
(1,938
|
)
|
||
Accrued fixed component of advisory fee
|
|
(593
|
)
|
|
(522
|
)
|
||
Aggregate Fund NAV
|
|
$
|
496,777
|
|
|
$
|
447,927
|
|
Total Fund Interests outstanding
|
|
49,302
|
|
|
44,531
|
|
(in thousands, except per Fund Interest data)
|
|
Total
|
|
Class T Shares
|
|
Class W Shares
|
|
Class I Shares
|
|
OP Units
|
||||||||||
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Monthly NAV
|
|
$
|
496,777
|
|
|
$
|
455,850
|
|
|
$
|
27,570
|
|
|
$
|
12,633
|
|
|
$
|
724
|
|
Fund Interests outstanding
|
|
49,302
|
|
|
45,240
|
|
|
2,736
|
|
|
1,254
|
|
|
72
|
|
|||||
NAV Per Fund Interest
|
|
$
|
10.0763
|
|
|
$
|
10.0763
|
|
|
$
|
10.0763
|
|
|
$
|
10.0763
|
|
|
$
|
10.0763
|
|
|
|
Weighted-Average Basis
|
|
Exit capitalization rate
|
|
5.4
|
%
|
Discount rate / internal rate of return
|
|
6.4
|
%
|
Holding period of real properties (years)
|
|
10.0
|
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, 2019
|
|
43,687
|
|
|
$
|
9.80
|
|
|
43,687
|
|
|
—
|
|
November 30, 2019
|
|
17,624
|
|
|
9.79
|
|
|
17,624
|
|
|
—
|
|
|
December 31, 2019
|
|
28,948
|
|
|
9.65
|
|
|
28,948
|
|
|
—
|
|
|
Total
|
|
90,259
|
|
|
$
|
9.75
|
|
|
90,259
|
|
|
—
|
|
|
(1)
|
We limit the number of shares that may be redeemed per calendar quarter under the program as described above.
|
(in thousands, except per share data)
|
|
For the Year Ended December 31,
|
||||||||||||||||||
|
2019 (1)
|
|
2018 (1)
|
|
2017 (1)
|
|
2016 (1)
|
|
2015 (1)
|
|||||||||||
Operating data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
40,377
|
|
|
$
|
6,520
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total operating expenses
|
|
$
|
(47,029
|
)
|
|
$
|
(14,076
|
)
|
|
$
|
(1,223
|
)
|
|
$
|
(310
|
)
|
|
$
|
—
|
|
Total other expenses
|
|
$
|
(8,290
|
)
|
|
$
|
(2,250
|
)
|
|
$
|
(309
|
)
|
|
$
|
(15
|
)
|
|
$
|
—
|
|
Total expenses before expense support from Advisor
|
|
$
|
(55,319
|
)
|
|
$
|
(16,326
|
)
|
|
$
|
(1,532
|
)
|
|
$
|
(325
|
)
|
|
$
|
—
|
|
Total (reimbursement to) expense support from the Advisor, net
|
|
$
|
(7,468
|
)
|
|
$
|
5,583
|
|
|
$
|
1,735
|
|
|
$
|
150
|
|
|
$
|
—
|
|
Net (expenses) income after expense support from Advisor
|
|
$
|
(62,787
|
)
|
|
$
|
(10,743
|
)
|
|
$
|
203
|
|
|
$
|
(175
|
)
|
|
$
|
—
|
|
Net (loss) income
|
|
$
|
(22,410
|
)
|
|
$
|
(4,223
|
)
|
|
$
|
203
|
|
|
$
|
(175
|
)
|
|
$
|
—
|
|
Net (loss) income attributable to common stockholders
|
|
$
|
(22,368
|
)
|
|
$
|
(4,223
|
)
|
|
$
|
203
|
|
|
$
|
(175
|
)
|
|
$
|
—
|
|
Net (loss) income per common share - basic and diluted
|
|
$
|
(0.60
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
0.53
|
|
|
$
|
(4.39
|
)
|
|
$
|
—
|
|
Weighted-average shares outstanding
|
|
37,382
|
|
|
9,107
|
|
|
381
|
|
|
40
|
|
|
20
|
|
|||||
Distributions:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross cash distributions declared (2)
|
|
$
|
20,341
|
|
|
$
|
4,942
|
|
|
$
|
203
|
|
|
$
|
11
|
|
|
$
|
—
|
|
Cash distributions declared per common share (2)(3)(4)
|
|
$
|
0.5450
|
|
|
$
|
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
|
|
$
|
(22,368
|
)
|
|
$
|
(4,223
|
)
|
|
$
|
203
|
|
|
$
|
(175
|
)
|
|
$
|
—
|
|
Total NAREIT adjustments (6)
|
|
$
|
22,194
|
|
|
$
|
3,541
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total Company-defined adjustments (7)
|
|
$
|
3,062
|
|
|
$
|
4,900
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Company-defined FFO
|
|
$
|
2,888
|
|
|
$
|
4,218
|
|
|
$
|
203
|
|
|
$
|
(175
|
)
|
|
$
|
—
|
|
Cash flow data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
6,453
|
|
|
$
|
3,154
|
|
|
$
|
264
|
|
|
$
|
(482
|
)
|
|
$
|
—
|
|
Net cash used in investing activities
|
|
$
|
(536,903
|
)
|
|
$
|
(299,953
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net cash provided by financing activities
|
|
$
|
562,607
|
|
|
$
|
304,774
|
|
|
$
|
8,661
|
|
|
$
|
2,402
|
|
|
$
|
—
|
|
|
|
As of December 31,
|
||||||||||||||||||
(in thousands, except building count and number of customers)
|
|
2019 (1)
|
|
2018 (1)
|
|
2017 (1)
|
|
2016 (1)
|
|
2015 (1)
|
||||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
51,178
|
|
|
$
|
19,016
|
|
|
$
|
10,565
|
|
|
$
|
1,640
|
|
|
$
|
201
|
|
Total assets
|
|
$
|
938,773
|
|
|
$
|
323,453
|
|
|
$
|
12,548
|
|
|
$
|
2,530
|
|
|
$
|
201
|
|
Total liabilities
|
|
$
|
531,570
|
|
|
$
|
151,680
|
|
|
$
|
1,942
|
|
|
$
|
415
|
|
|
$
|
—
|
|
Total stockholders' equity
|
|
$
|
406,478
|
|
|
$
|
171,772
|
|
|
$
|
10,605
|
|
|
$
|
2,113
|
|
|
$
|
200
|
|
Gross offering proceeds raised during period (8)
|
|
$
|
304,983
|
|
|
$
|
200,070
|
|
|
$
|
10,190
|
|
|
$
|
2,500
|
|
|
$
|
—
|
|
Shares outstanding
|
|
49,275
|
|
|
20,265
|
|
|
1,238
|
|
|
255
|
|
|
20
|
|
|||||
Portfolio data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of buildings
|
|
45
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Rentable square feet
|
|
8,486
|
|
|
2,737
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Number of customers
|
|
103
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
We broke escrow on our initial public offering on November 30, 2016 and commenced real estate operations on February 26, 2018 when we acquired our first property. On September 5, 2019, our initial public offering was terminated immediately upon the effectiveness of the registration statement for the follow-on offering. We are 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 offerings. 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 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”). 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 income (loss) to Company-defined FFO.
|
(6)
|
Included in our NAREIT 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 $10.0763 per share as of December 31, 2019 as compared to $10.0571 per share as of December 31, 2018.
|
•
|
We raised $305.0 million of gross equity capital from our public offerings.
|
•
|
We acquired 32 industrial buildings comprising 5.7 million square feet for an aggregate total purchase price of approximately $587.0 million, which is equal to the total consideration paid plus any debt assumed at fair value. We funded these acquisitions with proceeds from our public offerings and debt financings.
|
•
|
In February 2019, our $200.0 million credit facility was expanded to provide for a $200.0 million line of credit and a $200.0 million term loan. In September 2019, we expanded our line of credit by $100.0 million, for an aggregate of up to $300.0 million of commitments. During the fourth quarter of 2019, we further expanded: (i) our line of credit by $15.0 million, for an aggregate of up to $315.0 million of commitments and (ii) our term loan by $215.0 million, for an aggregate of up to $415.0 million of commitments. We have the ability to increase the size of the aggregate commitment under our line of credit and term loan from $730.0 million up to $1.0 billion, subject to certain conditions.
|
•
|
We entered into interest rate swaps during the third quarter of 2019 to hedge LIBOR on our term loan. The interest rate swaps have an aggregate notional amount of $200.0 million and effectively fix LIBOR at a weighted-average of
|
|
|
For the Year Ended December 31,
|
|
|
||||||||
(in thousands, except per share data)
|
|
2019
|
|
2018
|
|
Change
|
||||||
Total revenues
|
|
$
|
40,377
|
|
|
$
|
6,520
|
|
|
$
|
33,857
|
|
Total rental expenses
|
|
(9,779
|
)
|
|
(1,252
|
)
|
|
(8,527
|
)
|
|||
Total net operating income
|
|
30,598
|
|
|
5,268
|
|
|
25,330
|
|
|||
Other income (expenses):
|
|
|
|
|
|
|
||||||
Real estate-related depreciation and amortization
|
|
(22,236
|
)
|
|
(3,541
|
)
|
|
(18,695
|
)
|
|||
General and administrative expenses
|
|
(2,485
|
)
|
|
(1,564
|
)
|
|
(921
|
)
|
|||
Advisory fees, related party
|
|
(7,498
|
)
|
|
(1,624
|
)
|
|
(5,874
|
)
|
|||
Acquisition expense reimbursements, related party
|
|
(3,068
|
)
|
|
(4,900
|
)
|
|
1,832
|
|
|||
Other expense reimbursements, related party
|
|
(1,963
|
)
|
|
(1,195
|
)
|
|
(768
|
)
|
|||
Interest expense and other
|
|
(8,290
|
)
|
|
(2,250
|
)
|
|
(6,040
|
)
|
|||
Total (reimbursement to) expense support from Advisor, net
|
|
(7,468
|
)
|
|
5,583
|
|
|
(13,051
|
)
|
|||
Total other expenses
|
|
(53,008
|
)
|
|
(9,491
|
)
|
|
(43,517
|
)
|
|||
Net loss
|
|
(22,410
|
)
|
|
(4,223
|
)
|
|
(18,187
|
)
|
|||
Net loss attributable to redeemable noncontrolling interest
|
|
42
|
|
|
—
|
|
|
42
|
|
|||
Net loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss attributable to common stockholders
|
|
$
|
(22,368
|
)
|
|
$
|
(4,223
|
)
|
|
$
|
(18,145
|
)
|
Weighted-average shares outstanding
|
|
37,382
|
|
|
9,107
|
|
|
28,275
|
|
|||
Net loss per common share - basic and diluted
|
|
$
|
(0.60
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.14
|
)
|
|
|
As of December 31,
|
||||
(square feet in thousands)
|
|
2019
|
|
2018
|
||
Portfolio data:
|
|
|
|
|
||
Total buildings
|
|
45
|
|
|
13
|
|
Total rentable square feet
|
|
8,486
|
|
|
2,737
|
|
Total number of customers
|
|
103
|
|
|
18
|
|
Percent occupied of total portfolio (1)
|
|
98.7
|
%
|
|
99.3
|
%
|
Percent leased of total portfolio (1)
|
|
100.0
|
%
|
|
100.0
|
%
|
|
•
|
an increase in real estate-related depreciation and amortization expense, advisory fees and general and administrative expenses totaling an aggregate amount of $25.5 million for the year ended December 31, 2019, as a result of the growth in our portfolio, as compared to the same period in 2018;
|
•
|
the net reimbursement to the Advisor, pursuant to the expense support agreement between us and the Advisor, of previously deferred fees and other expenses that were previously supported in the amount of $7.5 million for the year ended December 31, 2019, as compared to expense support from the Advisor of $5.6 million for the year ended December 31, 2018; and
|
•
|
an increase in interest expense of $6.0 million for the year ended December 31, 2019, primarily related to the growth in our portfolio that resulted in: (i) the interest expense derived from the term loan entered into in February 2019 and the two mortgage notes assumed in connection with the acquisition of the Dallas Infill Industrial Portfolio in June 2019; and (ii) an increase in average net borrowings under our line of credit of $29.7 million for the year ended December 31, 2019, as compared to the same period in 2018.
|
|
|
For the Year Ended December 31,
|
|
For the Period
from Inception (August 12, 2014) to December 31, 2019 |
||||||||||||
(in thousands, except per share data)
|
|
2019
|
|
2018
|
|
2017
|
|
|||||||||
GAAP net (loss) income attributable to common stockholders
|
|
$
|
(22,368
|
)
|
|
$
|
(4,223
|
)
|
|
$
|
203
|
|
|
$
|
(26,563
|
)
|
GAAP net (loss) income per common share
|
|
$
|
(0.60
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
0.53
|
|
|
$
|
(2.90
|
)
|
Reconciliation of GAAP net (loss) income to NAREIT FFO:
|
|
|
|
|
|
|
|
|
||||||||
GAAP net (loss) income attributable to common stockholders
|
|
$
|
(22,368
|
)
|
|
$
|
(4,223
|
)
|
|
$
|
203
|
|
|
$
|
(26,563
|
)
|
Add (deduct) NAREIT adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Real estate-related depreciation and amortization
|
|
22,236
|
|
|
3,541
|
|
|
—
|
|
|
25,777
|
|
||||
Redeemable noncontrolling interest's share of real estate-related depreciation and amortization
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
||||
NAREIT FFO attributable to common stockholders
|
|
$
|
(174
|
)
|
|
$
|
(682
|
)
|
|
$
|
203
|
|
|
$
|
(828
|
)
|
NAREIT FFO per common share
|
|
0.00
|
|
$
|
(0.07
|
)
|
|
$
|
0.53
|
|
|
$
|
(0.09
|
)
|
||
Reconciliation of NAREIT FFO to Company-defined FFO:
|
|
|
|
|
|
|
|
|
||||||||
NAREIT FFO attributable to common stockholders
|
|
$
|
(174
|
)
|
|
$
|
(682
|
)
|
|
$
|
203
|
|
|
$
|
(828
|
)
|
Add (deduct) Company-defined adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Acquisition expense reimbursements, related party
|
|
3,068
|
|
|
4,900
|
|
|
—
|
|
|
7,968
|
|
||||
Redeemable noncontrolling interest's share of acquisition expense reimbursements, related party
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||
Company-defined FFO attributable to common stockholders
|
|
$
|
2,888
|
|
|
$
|
4,218
|
|
|
$
|
203
|
|
|
$
|
7,134
|
|
Company-defined FFO per common share
|
|
$
|
0.08
|
|
|
$
|
0.46
|
|
|
$
|
0.53
|
|
|
$
|
0.78
|
|
Reconciliation of Company-defined FFO to MFFO:
|
|
|
|
|
|
|
|
|
||||||||
Company-defined FFO attributable to common stockholders
|
|
$
|
2,888
|
|
|
$
|
4,218
|
|
|
$
|
203
|
|
|
$
|
7,134
|
|
Add (deduct) MFFO adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Straight-line rent and amortization of above/below-market leases
|
|
(4,420
|
)
|
|
(1,673
|
)
|
|
—
|
|
|
(6,093
|
)
|
||||
Redeemable noncontrolling interest's share of straight-line rent and amortization of above/below-market leases
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||
MFFO attributable to common stockholders
|
|
$
|
(1,524
|
)
|
|
$
|
2,545
|
|
|
$
|
203
|
|
|
$
|
1,049
|
|
MFFO per common share
|
|
$
|
(0.04
|
)
|
|
$
|
0.28
|
|
|
$
|
0.53
|
|
|
$
|
0.11
|
|
Weighted-average shares outstanding
|
|
37,382
|
|
|
9,107
|
|
|
381
|
|
|
9,170
|
|
|
|
For the Year Ended December 31,
|
|
|
||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
Change
|
||||||
Total cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
6,453
|
|
|
$
|
3,154
|
|
|
$
|
3,299
|
|
Investing activities
|
|
(536,903
|
)
|
|
(299,953
|
)
|
|
(236,950
|
)
|
|||
Financing activities
|
|
562,607
|
|
|
304,774
|
|
|
257,833
|
|
|||
Net increase in cash, cash equivalents and restricted cash
|
|
$
|
32,157
|
|
|
$
|
7,975
|
|
|
$
|
24,182
|
|
|
|
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) |
||||||||||||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31
|
|
$
|
947
|
|
|
14.8
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
2,216
|
|
|
34.6
|
%
|
|
$
|
3,242
|
|
|
50.6
|
%
|
|
$
|
6,405
|
|
September 30
|
|
1,776
|
|
|
31.2
|
|
|
1,057
|
|
|
18.5
|
|
|
—
|
|
|
—
|
|
|
2,866
|
|
|
50.3
|
|
|
5,699
|
|
|||||
June 30
|
|
2,120
|
|
|
45.2
|
|
|
256
|
|
|
5.5
|
|
|
—
|
|
|
—
|
|
|
2,319
|
|
|
49.4
|
|
|
4,695
|
|
|||||
March 31
|
|
1,295
|
|
|
36.6
|
|
|
503
|
|
|
14.2
|
|
|
—
|
|
|
—
|
|
|
1,744
|
|
|
49.2
|
|
|
3,542
|
|
|||||
Total
|
|
$
|
6,138
|
|
|
30.2
|
%
|
|
$
|
1,816
|
|
|
8.9
|
%
|
|
$
|
2,216
|
|
|
10.9
|
%
|
|
$
|
10,171
|
|
|
50.0
|
%
|
|
$
|
20,341
|
|
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
|
|
|
(1)
|
For the years ended December 31, 2019 and 2018, the Advisor provided expense support of $6.1 million and $5.6 million, respectively. Expense support from the Advisor used to pay distributions is presented above without the effect of our reimbursements to the Advisor of previously deferred fees and other expenses supported. We reimbursed the Advisor $13.6 million during the year ended December 31, 2019 for previously deferred fees and other expenses supported. We did not reimburse the Advisor for any amounts pursuant to the expense support agreement in 2018. See “Note 10 to the Consolidated Financial Statements” for further detail on the expense support from and reimbursement to the Advisor during the year.
|
(2)
|
Stockholders may elect to have their 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 public offerings.
|
(in thousands)
|
|
Less than
1 Year |
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years |
|
Total
|
||||||||||
Debt (1)
|
|
$
|
14,234
|
|
|
$
|
28,415
|
|
|
$
|
468,244
|
|
|
$
|
12,428
|
|
|
$
|
523,321
|
|
Total
|
|
$
|
14,234
|
|
|
$
|
28,415
|
|
|
$
|
468,244
|
|
|
$
|
12,428
|
|
|
$
|
523,321
|
|
|
(1)
|
Includes principal and interest on debt. See “Note 5 to the Consolidated Financial Statements” for more detail.
|
|
|
As of December 31,
|
||||||
(in thousands, except per share data)
|
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
||||
Net investment in real estate properties
|
|
$
|
878,721
|
|
|
$
|
301,371
|
|
Cash and cash equivalents
|
|
51,178
|
|
|
19,016
|
|
||
Restricted cash
|
|
—
|
|
|
5
|
|
||
Straight-line and tenant receivables
|
|
4,590
|
|
|
1,394
|
|
||
Due from affiliates
|
|
153
|
|
|
517
|
|
||
Acquisition deposits
|
|
500
|
|
|
675
|
|
||
Other assets
|
|
3,631
|
|
|
475
|
|
||
Total assets
|
|
$
|
938,773
|
|
|
$
|
323,453
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
|
$
|
5,258
|
|
|
$
|
1,190
|
|
Debt, net
|
|
460,211
|
|
|
117,833
|
|
||
Notes payable to stockholders, net of debt issuance costs
|
|
—
|
|
|
376
|
|
||
Due to affiliates
|
|
30,538
|
|
|
18,439
|
|
||
Distributions payable
|
|
2,241
|
|
|
920
|
|
||
Distribution fees payable to affiliates
|
|
16,467
|
|
|
7,457
|
|
||
Other liabilities
|
|
16,855
|
|
|
5,465
|
|
||
Total liabilities
|
|
531,570
|
|
|
151,680
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
||||
Redeemable noncontrolling interest
|
|
724
|
|
|
—
|
|
||
Equity
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, $0.01 par value - 200,000 shares authorized, none issued and outstanding
|
|
—
|
|
|
—
|
|
||
Class T common stock, $0.01 par value per share - 1,200,000 shares authorized, 45,240 and 19,759 shares issued and outstanding, respectively
|
|
452
|
|
|
198
|
|
||
Class W common stock, $0.01 par value per share - 75,000 shares authorized, 2,736 and 161 shares issued and outstanding, respectively
|
|
27
|
|
|
2
|
|
||
Class I common stock, $0.01 par value per share - 225,000 shares authorized, 1,299 and 345 shares issued and outstanding, respectively
|
|
13
|
|
|
3
|
|
||
Additional paid-in capital
|
|
451,526
|
|
|
180,125
|
|
||
Accumulated deficit
|
|
(47,730
|
)
|
|
(8,556
|
)
|
||
Accumulated other comprehensive income
|
|
2,190
|
|
|
—
|
|
||
Total stockholders’ equity
|
|
406,478
|
|
|
171,772
|
|
||
Noncontrolling interests
|
|
1
|
|
|
1
|
|
||
Total equity
|
|
406,479
|
|
|
171,773
|
|
||
Total liabilities and equity
|
|
$
|
938,773
|
|
|
$
|
323,453
|
|
|
|
For the Year Ended
December 31, |
||||||||||
(in thousands, except per share data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Rental revenues
|
|
$
|
40,377
|
|
|
$
|
6,520
|
|
|
$
|
—
|
|
Total revenues
|
|
40,377
|
|
|
6,520
|
|
|
—
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Rental expenses
|
|
9,779
|
|
|
1,252
|
|
|
—
|
|
|||
Real estate-related depreciation and amortization
|
|
22,236
|
|
|
3,541
|
|
|
—
|
|
|||
General and administrative expenses
|
|
2,485
|
|
|
1,564
|
|
|
960
|
|
|||
Organization expenses, related party
|
|
—
|
|
|
—
|
|
|
78
|
|
|||
Advisory fees, related party
|
|
7,498
|
|
|
1,624
|
|
|
—
|
|
|||
Acquisition expense reimbursements, related party
|
|
3,068
|
|
|
4,900
|
|
|
—
|
|
|||
Other expense reimbursements, related party
|
|
1,963
|
|
|
1,195
|
|
|
185
|
|
|||
Total operating expenses
|
|
47,029
|
|
|
14,076
|
|
|
1,223
|
|
|||
Other expenses:
|
|
|
|
|
|
|
||||||
Interest expense and other
|
|
8,290
|
|
|
2,250
|
|
|
309
|
|
|||
Total other expenses
|
|
8,290
|
|
|
2,250
|
|
|
309
|
|
|||
Total expenses before expense support
|
|
55,319
|
|
|
16,326
|
|
|
1,532
|
|
|||
Total (reimbursement to) expense support from the Advisor, net
|
|
(7,468
|
)
|
|
5,583
|
|
|
1,735
|
|
|||
Net (expenses) income after expense support
|
|
(62,787
|
)
|
|
(10,743
|
)
|
|
203
|
|
|||
Net (loss) income
|
|
(22,410
|
)
|
|
(4,223
|
)
|
|
203
|
|
|||
Net loss attributable to redeemable noncontrolling interest
|
|
42
|
|
|
—
|
|
|
—
|
|
|||
Net (loss) income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net (loss) income attributable to common stockholders
|
|
$
|
(22,368
|
)
|
|
$
|
(4,223
|
)
|
|
$
|
203
|
|
Weighted-average shares outstanding
|
|
37,382
|
|
|
9,107
|
|
|
381
|
|
|||
Net (loss) income per common share - basic and diluted
|
|
$
|
(0.60
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
0.53
|
|
|
|
For the Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net (loss) income
|
|
$
|
(22,410
|
)
|
|
$
|
(4,223
|
)
|
|
$
|
203
|
|
Change from cash flow hedging derivatives
|
|
2,190
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive (loss) income
|
|
(20,220
|
)
|
|
(4,223
|
)
|
|
203
|
|
|||
Comprehensive income attributable to redeemable noncontrolling interests
|
|
4
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive (loss) income attributable to common stockholders
|
|
$
|
(20,216
|
)
|
|
$
|
(4,223
|
)
|
|
$
|
203
|
|
|
|
Stockholders’ Equity
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||||
(in thousands)
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||
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
|
)
|
||||||
Distributions to stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,942
|
)
|
|
—
|
|
|
—
|
|
|
(4,942
|
)
|
||||||
Balance as of December 31, 2018
|
|
20,265
|
|
|
$
|
203
|
|
|
$
|
180,125
|
|
|
$
|
(8,556
|
)
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
171,773
|
|
Net loss ($42 allocated to redeemable noncontrolling interest)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,368
|
)
|
|
—
|
|
|
—
|
|
|
(22,368
|
)
|
||||||
Change from cash flow hedging activities ($4 allocated to redeemable noncontrolling interest)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,190
|
|
|
—
|
|
|
2,190
|
|
||||||
Issuance of common stock
|
|
29,243
|
|
|
292
|
|
|
304,691
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
304,983
|
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
465
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
465
|
|
||||||
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs
|
|
—
|
|
|
—
|
|
|
(18,847
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,847
|
)
|
||||||
Trailing distribution fees
|
|
—
|
|
|
—
|
|
|
(12,545
|
)
|
|
3,535
|
|
|
—
|
|
|
—
|
|
|
(9,010
|
)
|
||||||
Redemptions of common stock
|
|
(233
|
)
|
|
(3
|
)
|
|
(2,282
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,285
|
)
|
||||||
Distributions to stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,341
|
)
|
|
—
|
|
|
—
|
|
|
(20,341
|
)
|
||||||
Redemption value allocation adjustment to redeemable noncontrolling interest
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
||||||
Balance as of December 31, 2019
|
|
49,275
|
|
|
$
|
492
|
|
|
$
|
451,526
|
|
|
$
|
(47,730
|
)
|
|
$
|
2,190
|
|
|
$
|
1
|
|
|
$
|
406,479
|
|
|
|
For the Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net (loss) income
|
|
$
|
(22,410
|
)
|
|
$
|
(4,223
|
)
|
|
$
|
203
|
|
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
Real estate-related depreciation and amortization
|
|
22,236
|
|
|
3,541
|
|
|
—
|
|
|||
Straight-line rent and amortization of above- and below-market leases
|
|
(4,420
|
)
|
|
(1,673
|
)
|
|
—
|
|
|||
Amortization of debt issuance costs
|
|
1,054
|
|
|
557
|
|
|
152
|
|
|||
Other
|
|
362
|
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Tenant receivables and other assets
|
|
(825
|
)
|
|
(133
|
)
|
|
(163
|
)
|
|||
Accounts payable and accrued liabilities
|
|
4,417
|
|
|
1,175
|
|
|
110
|
|
|||
Due from / to affiliates, net
|
|
6,039
|
|
|
3,910
|
|
|
(38
|
)
|
|||
Net cash provided by operating activities
|
|
6,453
|
|
|
3,154
|
|
|
264
|
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Real estate acquisitions
|
|
(533,027
|
)
|
|
(298,478
|
)
|
|
—
|
|
|||
Acquisition deposits
|
|
(500
|
)
|
|
(675
|
)
|
|
—
|
|
|||
Capital expenditures
|
|
(3,376
|
)
|
|
(800
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(536,903
|
)
|
|
(299,953
|
)
|
|
—
|
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from line of credit
|
|
377,000
|
|
|
203,000
|
|
|
—
|
|
|||
Repayments of line of credit
|
|
(389,000
|
)
|
|
(84,000
|
)
|
|
—
|
|
|||
Proceeds from term loan
|
|
307,500
|
|
|
—
|
|
|
—
|
|
|||
Repayments of notes to shareholders
|
|
(376
|
)
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs paid
|
|
(4,458
|
)
|
|
(814
|
)
|
|
(990
|
)
|
|||
Proceeds from issuance of common stock
|
|
283,803
|
|
|
189,309
|
|
|
9,933
|
|
|||
Distributions paid to common stockholders and to redeemable noncontrolling interest holders
|
|
(6,263
|
)
|
|
(1,404
|
)
|
|
(102
|
)
|
|||
Distribution fees paid to affiliates
|
|
(3,314
|
)
|
|
(714
|
)
|
|
(4
|
)
|
|||
Redemptions of common stock
|
|
(2,285
|
)
|
|
(603
|
)
|
|
—
|
|
|||
Other
|
|
—
|
|
|
—
|
|
|
(176
|
)
|
|||
Net cash provided by financing activities
|
|
562,607
|
|
|
304,774
|
|
|
8,661
|
|
|||
Net increase in cash, cash equivalents and restricted cash
|
|
32,157
|
|
|
7,975
|
|
|
8,925
|
|
|||
Cash, cash equivalents, and restricted cash, at beginning of period
|
|
19,021
|
|
|
11,046
|
|
|
2,121
|
|
|||
Cash, cash equivalents and restricted cash, at end of period
|
|
$
|
51,178
|
|
|
$
|
19,021
|
|
|
$
|
11,046
|
|
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.
|
($ in thousands)
|
|
Acquisition Date
|
|
Number of Buildings
|
|
Total Purchase Price (1)
|
||
2019 Acquisitions:
|
|
|
|
|
|
|
||
Airport Industrial Center
|
|
1/8/2019
|
|
1
|
|
$
|
8,136
|
|
Kelly Trade Center
|
|
1/31/2019
|
|
1
|
|
15,340
|
|
|
7A Distribution Center
|
|
2/11/2019
|
|
1
|
|
12,151
|
|
|
Quakerbridge Distribution Center
|
|
3/11/2019
|
|
1
|
|
8,594
|
|
|
Hebron Airpark Logistics Center
|
|
5/30/2019
|
|
1
|
|
11,800
|
|
|
Las Vegas Light Industrial Portfolio
|
|
5/30/2019
|
|
4
|
|
59,271
|
|
|
Monte Vista Industrial Center
|
|
6/7/2019
|
|
1
|
|
15,539
|
|
|
King of Prussia Core Infill Portfolio
|
|
6/21/2019
|
|
5
|
|
31,978
|
|
|
Dallas Infill Industrial Portfolio (2)
|
|
6/28/2019
|
|
5
|
|
116,055
|
|
|
Edison Distribution Center
|
|
6/28/2019
|
|
1
|
|
27,598
|
|
|
395 Distribution Center
|
|
8/5/2019
|
|
2
|
|
54,018
|
|
|
I-80 Distribution Center
|
|
9/4/2019
|
|
4
|
|
72,009
|
|
|
Avenue B Industrial Center
|
|
9/11/2019
|
|
1
|
|
7,113
|
|
|
485 Distribution Center
|
|
9/13/2019
|
|
1
|
|
43,059
|
|
|
Weston Business Center
|
|
12/10/2019
|
|
1
|
|
32,411
|
|
|
Marigold Distribution Center
|
|
12/20/2019
|
|
1
|
|
39,735
|
|
|
Bishops Gate Distribution Center
|
|
12/31/2019
|
|
1
|
|
32,226
|
|
|
Total 2019 Acquisitions
|
|
|
|
32
|
|
$
|
587,033
|
|
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 plus any debt assumed at fair value.
|
(2)
|
Total purchase price includes debt assumed at fair value as of the acquisition date of $50.4 million, with a principal amount of $49.3 million.
|
|
|
For the Year Ended December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Land
|
|
$
|
170,533
|
|
|
$
|
91,087
|
|
Building and improvements
|
|
373,414
|
|
|
188,638
|
|
||
Intangible lease assets
|
|
50,983
|
|
|
24,098
|
|
||
Above-market lease assets
|
|
1,260
|
|
|
247
|
|
||
Below-market lease liabilities
|
|
(9,157
|
)
|
|
(4,042
|
)
|
||
Total purchase price (1)
|
|
$
|
587,033
|
|
|
$
|
300,028
|
|
|
(1)
|
Total purchase price is equal to the total consideration paid plus any debt assumed at fair value.
|
|
|
As of December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Land
|
|
$
|
261,620
|
|
|
$
|
91,087
|
|
Building and improvements
|
|
564,669
|
|
|
188,872
|
|
||
Intangible lease assets
|
|
77,294
|
|
|
24,492
|
|
||
Construction in progress
|
|
1,126
|
|
|
476
|
|
||
Investment in real estate properties
|
|
904,709
|
|
|
304,927
|
|
||
Less accumulated depreciation and amortization
|
|
(25,988
|
)
|
|
(3,556
|
)
|
||
Net investment in real estate properties
|
|
$
|
878,721
|
|
|
$
|
301,371
|
|
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
||||||||||||||||||||
(in thousands)
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Intangible lease assets (1)
|
|
$
|
75,787
|
|
|
$
|
(11,734
|
)
|
|
$
|
64,053
|
|
|
$
|
24,245
|
|
|
$
|
(1,450
|
)
|
|
$
|
22,795
|
|
Above-market lease assets (1)
|
|
1,507
|
|
|
(211
|
)
|
|
1,296
|
|
|
247
|
|
|
(15
|
)
|
|
232
|
|
||||||
Below-market lease liabilities (2)
|
|
(13,199
|
)
|
|
2,494
|
|
|
(10,705
|
)
|
|
(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 |
||||||
Year 1
|
|
$
|
16,482
|
|
|
$
|
341
|
|
|
$
|
2,819
|
|
Year 2
|
|
14,086
|
|
|
314
|
|
|
2,351
|
|
|||
Year 3
|
|
10,467
|
|
|
261
|
|
|
1,696
|
|
|||
Year 4
|
|
7,440
|
|
|
192
|
|
|
979
|
|
|||
Year 5
|
|
4,678
|
|
|
50
|
|
|
671
|
|
|||
Thereafter
|
|
10,900
|
|
|
138
|
|
|
2,189
|
|
|||
Total
|
|
$
|
64,053
|
|
|
$
|
1,296
|
|
|
$
|
10,705
|
|
|
|
As of December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Year 1
|
|
$
|
45,233
|
|
|
$
|
14,354
|
|
Year 2
|
|
44,013
|
|
|
14,877
|
|
||
Year 3
|
|
38,125
|
|
|
14,567
|
|
||
Year 4
|
|
30,902
|
|
|
12,756
|
|
||
Year 5
|
|
22,158
|
|
|
10,834
|
|
||
Thereafter
|
|
56,822
|
|
|
21,378
|
|
||
Total
|
|
$
|
237,253
|
|
|
$
|
88,766
|
|
|
|
For the Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Increase (Decrease) to Rental Revenue:
|
|
|
|
|
|
|
||||||
Straight-line rent adjustments
|
|
$
|
2,703
|
|
|
$
|
1,106
|
|
|
$
|
—
|
|
Above-market lease amortization
|
|
(196
|
)
|
|
(15
|
)
|
|
—
|
|
|||
Below-market lease amortization
|
|
1,913
|
|
|
582
|
|
|
—
|
|
|||
Real Estate-Related Depreciation and Amortization:
|
|
|
|
|
|
|
||||||
Depreciation expense
|
|
$
|
11,952
|
|
|
$
|
2,091
|
|
|
$
|
—
|
|
Intangible lease asset amortization
|
|
10,284
|
|
|
1,450
|
|
|
—
|
|
|
|
Weighted-Average Effective Interest Rate as of
|
|
|
|
Balance as of
|
||||||||||
($ in thousands)
|
|
December 31,
2019 |
|
December 31,
2018 |
|
Maturity Date
|
|
December 31,
2019 |
|
December 31,
2018 |
||||||
Line of credit (1)
|
|
3.26
|
%
|
|
4.10
|
%
|
|
November 2023
|
|
$
|
107,000
|
|
|
$
|
119,000
|
|
Term loan (2)
|
|
2.85
|
|
|
—
|
|
|
February 2024
|
|
307,500
|
|
|
—
|
|
||
Fixed-rate mortgage notes (3)
|
|
3.71
|
|
|
—
|
|
|
August 2024 - December 2027
|
|
49,250
|
|
|
—
|
|
||
Total principal amount / weighted-average (4)
|
|
3.04
|
%
|
|
4.10
|
%
|
|
|
|
$
|
463,750
|
|
|
$
|
119,000
|
|
Less unamortized debt issuance costs
|
|
|
|
|
|
|
|
$
|
(4,602
|
)
|
|
$
|
(1,167
|
)
|
||
Add mark-to-market adjustment on assumed debt
|
|
|
|
|
|
|
|
1,063
|
|
|
—
|
|
||||
Total debt, net
|
|
|
|
|
|
|
|
$
|
460,211
|
|
|
$
|
117,833
|
|
||
Gross book value of properties encumbered by debt
|
|
|
|
|
|
|
|
$
|
117,049
|
|
|
$
|
—
|
|
|
(1)
|
The effective interest rate is calculated based on either: (i) the London Interbank Offered Rate (“LIBOR”) plus a margin ranging from 1.30% to 2.10%; or (ii) an alternative base rate plus a margin ranging from 0.30% to 1.10%, each depending on the Company’s consolidated leverage ratio. Customary fall-back provisions apply if LIBOR is unavailable. The line of credit is available for general corporate purposes including, but not limited to, the acquisition and operation of permitted investments by the Company. A pledge of equity interests in the Company’s subsidiaries that directly own unencumbered properties will be provided until such time as the Company elects to terminate such pledges, subject to satisfaction of certain financial covenants. As of December 31, 2019, total commitments for the line of credit were $315.0 million, the unused portion under the line of credit was $208.0 million, none of which was available.
|
(2)
|
The effective interest rate is calculated based on either (i) LIBOR plus a margin ranging from 1.25% to 2.05%; or (ii) an alternative base rate plus a margin ranging from 0.25% to 1.05%, depending on the Company’s consolidated leverage ratio. The weighted-average effective interest rate is the all-in interest rate, including the effects of interest rate swap agreements. As of December 31, 2019, total commitments for the term loan were $415.0 million, the unused portion under the term loan was $107.5 million, of which $99.7 million was available. This term loan is available for general corporate purposes including, but not limited to, the acquisition and operation of permitted investments by the Company.
|
(3)
|
Interest rates range from 3.59% to 3.75%. The assets and credit of each of the Company’s properties pledged as collateral for the Company’s mortgage notes are not available to satisfy the Company’s other debt and obligations, unless the Company first satisfies the mortgage notes payable on the respective underlying properties.
|
(4)
|
The weighted-average remaining term of the Company’s debt was approximately 4.2 years as of December 31, 2019, excluding any extension options on the line of credit.
|
(in thousands)
|
|
Line of Credit (1)
|
|
Term Loan
|
|
Mortgage Notes
|
|
Total
|
||||||||
2020
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2023
|
|
107,000
|
|
|
—
|
|
|
—
|
|
|
107,000
|
|
||||
2024
|
|
—
|
|
|
307,500
|
|
|
38,000
|
|
|
345,500
|
|
||||
Thereafter
|
|
—
|
|
|
—
|
|
|
11,250
|
|
|
11,250
|
|
||||
Total principal payments
|
|
$
|
107,000
|
|
|
$
|
307,500
|
|
|
$
|
49,250
|
|
|
$
|
463,750
|
|
|
(1)
|
The term of the line of credit may be extended pursuant to a one-year extension option, subject to certain conditions.
|
($ in thousands)
|
|
Number of
Contracts |
|
Notional
Amount |
|
Balance Sheet
Location |
|
Fair
Value |
||||
As of December 31, 2019
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
4
|
|
$
|
200,000
|
|
|
Other assets
|
|
$
|
2,190
|
|
|
|
For the Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Derivative Instruments Designated as Cash Flow Hedges
|
|
|
|
|
|
|
||||||
Gain recognized in AOCI
|
|
$
|
2,642
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Gain reclassified from AOCI into interest expense
|
|
(452
|
)
|
|
—
|
|
|
—
|
|
|||
Total interest expense and other presented in the consolidated statements of operations in which the effects of the cash flow hedges are recorded
|
|
8,290
|
|
|
—
|
|
|
—
|
|
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
Fair Value |
||||||||
As of December 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
|
$
|
—
|
|
|
$
|
2,190
|
|
|
$
|
—
|
|
|
$
|
2,190
|
|
Total assets measured at fair value
|
|
$
|
—
|
|
|
$
|
2,190
|
|
|
$
|
—
|
|
|
$
|
2,190
|
|
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
||||||||||||
(in thousands)
|
|
Carrying
Value (1) |
|
Fair
Value |
|
Carrying
Value (1) |
|
Fair
Value |
||||||||
Line of credit
|
|
$
|
107,000
|
|
|
$
|
107,000
|
|
|
$
|
119,000
|
|
|
$
|
119,000
|
|
Term loan
|
|
307,500
|
|
|
307,500
|
|
|
—
|
|
|
—
|
|
||||
Fixed rate mortgage notes
|
|
49,250
|
|
|
50,326
|
|
|
—
|
|
|
—
|
|
||||
Notes payable to stockholders (2)
|
|
—
|
|
|
—
|
|
|
376
|
|
|
376
|
|
|
(1)
|
The carrying value reflects the principal amount outstanding.
|
(2)
|
On October 1, 2019, the Company repaid the notes in their entirety, plus accrued interest. See “Note 6 to the Consolidated Financial Statements” for further detail regarding the notes to stockholders.
|
(in thousands)
|
|
Class T
|
|
Class W
|
|
Class I
|
|
Notes to
Stockholders (1) |
|
Total
|
||||||||||
Amount of gross proceeds raised:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
$
|
465,829
|
|
|
$
|
27,526
|
|
|
$
|
12,393
|
|
|
$
|
—
|
|
|
$
|
505,748
|
|
DRIP
|
|
10,816
|
|
|
370
|
|
|
308
|
|
|
—
|
|
|
11,494
|
|
|||||
Private offering
|
|
62
|
|
|
—
|
|
|
62
|
|
|
376
|
|
|
500
|
|
|||||
Total offering
|
|
$
|
476,707
|
|
|
$
|
27,896
|
|
|
$
|
12,763
|
|
|
$
|
376
|
|
|
$
|
517,742
|
|
Number of shares issued:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary offering
|
|
44,316
|
|
|
2,738
|
|
|
1,253
|
|
|
—
|
|
|
48,307
|
|
|||||
DRIP
|
|
1,077
|
|
|
37
|
|
|
31
|
|
|
—
|
|
|
1,145
|
|
|||||
Private offering
|
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
14
|
|
|||||
Stock grants
|
|
—
|
|
|
6
|
|
|
3
|
|
|
—
|
|
|
9
|
|
|||||
Total offering
|
|
45,400
|
|
|
2,781
|
|
|
1,294
|
|
|
—
|
|
|
49,475
|
|
|
(1)
|
On October 1, 2019, the Company repaid the notes to stockholders in their entirety, plus accrued interest. See “Note 6 to the Consolidated Financial Statements” for further detail regarding the notes to stockholders.
|
(in thousands)
|
|
Class T
Shares |
|
Class W
Shares |
|
Class I
Shares (1) |
|
Total
Shares |
||||
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
|
|
Issuance of common stock:
|
|
|
|
|
|
|
|
|
||||
Primary shares
|
|
24,705
|
|
|
2,584
|
|
|
935
|
|
|
28,224
|
|
DRIP
|
|
887
|
|
|
36
|
|
|
20
|
|
|
943
|
|
Stock grants
|
|
—
|
|
|
—
|
|
|
76
|
|
|
76
|
|
Redemptions
|
|
(111
|
)
|
|
(45
|
)
|
|
(77
|
)
|
|
(233
|
)
|
Balance as of December 31, 2019
|
|
45,240
|
|
|
2,736
|
|
|
1,299
|
|
|
49,275
|
|
|
(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) |
||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31
|
|
$
|
0.13625
|
|
|
$
|
2,058
|
|
|
$
|
3,242
|
|
|
$
|
1,105
|
|
|
$
|
6,405
|
|
September 30
|
|
0.13625
|
|
|
1,841
|
|
|
2,866
|
|
|
992
|
|
|
5,699
|
|
|||||
June 30
|
|
0.13625
|
|
|
1,558
|
|
|
2,319
|
|
|
818
|
|
|
4,695
|
|
|||||
March 31
|
|
0.13625
|
|
|
1,178
|
|
|
1,744
|
|
|
620
|
|
|
3,542
|
|
|||||
Total
|
|
$
|
0.54500
|
|
|
$
|
6,635
|
|
|
$
|
10,171
|
|
|
$
|
3,535
|
|
|
$
|
20,341
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31
|
|
$
|
0.13625
|
|
|
$
|
747
|
|
|
$
|
1,102
|
|
|
$
|
406
|
|
|
$
|
2,255
|
|
September 30
|
|
0.13625
|
|
|
495
|
|
|
681
|
|
|
256
|
|
|
1,432
|
|
|||||
June 30
|
|
0.13625
|
|
|
305
|
|
|
399
|
|
|
147
|
|
|
851
|
|
|||||
March 31
|
|
0.13625
|
|
|
140
|
|
|
197
|
|
|
67
|
|
|
404
|
|
|||||
Total
|
|
$
|
0.54500
|
|
|
$
|
1,687
|
|
|
$
|
2,379
|
|
|
$
|
876
|
|
|
$
|
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
|
|
|||||
|
|
$
|
0.53150
|
|
|
$
|
116
|
|
|
$
|
75
|
|
|
$
|
12
|
|
|
$
|
203
|
|
|
(1)
|
Amounts reflect the quarterly distribution rate authorized by the Company’s board of directors per Class T share, per Class W share, and per Class I share of common stock. 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 public offerings 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 issued in the primary portion of the Company’s public offerings.
|
|
|
For the Year Ended December 31,
|
||||||||||
(in thousands, except per share data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Number of eligible shares redeemed
|
|
233
|
|
|
63
|
|
|
—
|
|
|||
Aggregate dollar amount of shares redeemed
|
|
$
|
2,285
|
|
|
$
|
603
|
|
|
$
|
—
|
|
Average redemption price per share
|
|
$
|
9.81
|
|
|
$
|
9.57
|
|
|
$
|
—
|
|
|
|
For the Year Ended December 31,
|
|||||||
(unaudited)
|
|
2019
|
|
2018
|
|
2017
|
|||
Ordinary income
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Non-taxable return of capital
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Long-term capital gain
|
|
—
|
|
|
—
|
|
|
—
|
|
Total distribution
|
|
100.0
|
%
|
|
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)
|
|
2019
|
|
2018
|
|
2017
|
|
December 31, 2019
|
|
|
December 31, 2018
|
|
||||||||
Expensed:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Organization costs (1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
78
|
|
|
$
|
78
|
|
|
$
|
78
|
|
Advisory fee—fixed component
|
|
4,585
|
|
|
901
|
|
|
—
|
|
|
593
|
|
|
200
|
|
|||||
Advisory fee—performance component
|
|
2,913
|
|
|
723
|
|
|
—
|
|
|
2,913
|
|
|
723
|
|
|||||
Acquisition expense reimbursements (2)
|
|
3,068
|
|
|
4,900
|
|
|
—
|
|
|
182
|
|
|
3,500
|
|
|||||
Other expense reimbursements (3)
|
|
1,963
|
|
|
1,195
|
|
|
185
|
|
|
473
|
|
|
299
|
|
|||||
Total
|
|
$
|
12,529
|
|
|
$
|
7,719
|
|
|
$
|
263
|
|
|
$
|
4,239
|
|
|
$
|
4,800
|
|
Additional Paid-In Capital:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling commissions
|
|
$
|
6,391
|
|
|
$
|
4,372
|
|
|
$
|
203
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Dealer manager fees
|
|
5,306
|
|
|
4,430
|
|
|
253
|
|
|
—
|
|
|
—
|
|
|||||
Offering costs (1)
|
|
7,150
|
|
|
13,270
|
|
|
849
|
|
|
21,269
|
|
|
14,119
|
|
|||||
Distribution fees—current (4)
|
|
3,535
|
|
|
875
|
|
|
12
|
|
|
389
|
|
|
168
|
|
|||||
Distribution fees—trailing (4)
|
|
9,010
|
|
|
7,063
|
|
|
394
|
|
|
16,467
|
|
|
7,457
|
|
|||||
Total
|
|
$
|
31,392
|
|
|
$
|
30,010
|
|
|
$
|
1,711
|
|
|
$
|
38,125
|
|
|
$
|
21,744
|
|
|
(1)
|
As of December 31, 2019, the Advisor had incurred $21.3 million of offering costs and $0.1 million of organization costs on behalf of the Company.
|
(2)
|
Reflects amounts reimbursable to the Advisor for all expenses incurred by the Advisor and its affiliates on the Company’s behalf in connection with the selection, acquisition, development or origination of an asset.
|
(3)
|
Other expense reimbursements include certain expenses incurred in connection with the services provided to the Company under the Advisory Agreement. These reimbursements include a portion of compensation expenses of individual employees of the Advisor, including certain of the Company’s named executive officers, related to services for which the Advisor does not otherwise receive a separate fee. A portion of the compensation received by certain employees of the Advisor and its affiliates may be in the form of a restricted stock grant awarded by the Company. The Company shows these as reimbursements to the Advisor to the same extent that the Company recognizes the related share-based compensation on its consolidated statements of operations. The Company reimbursed the Advisor approximately $1.8 million, $0.9 million and $0.2 million for the years ended December 31, 2019, 2018 and 2017, respectively, for such compensation expenses. The remaining amount of other expense reimbursements relate to other general overhead and administrative expenses including, but not limited to, allocated rent paid to both third parties and affiliates of the Advisor, equipment, utilities, insurance, travel and entertainment.
|
(4)
|
The distribution fees accrue daily and are payable monthly in arrears. The monthly amount of distribution fees payable is included in distributions payable on the 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)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Fees deferred
|
|
$
|
3,895
|
|
|
$
|
901
|
|
|
$
|
—
|
|
Other expenses supported
|
|
2,243
|
|
|
4,682
|
|
|
1,735
|
|
|||
Total expense support from Advisor
|
|
$
|
6,138
|
|
|
$
|
5,583
|
|
|
$
|
1,735
|
|
Reimbursement of previously deferred fees and other expenses supported
|
|
(13,606
|
)
|
|
—
|
|
|
—
|
|
|||
Total expense support from (reimbursement to) Advisor, net (1)
|
|
$
|
(7,468
|
)
|
|
$
|
5,583
|
|
|
$
|
1,735
|
|
|
(1)
|
As of December 31, 2019, approximately $5.4 million was payable to the Advisor by the Company, and is included in due to affiliates on the consolidated balance sheets. As of December 31, 2018, approximately $0.7 million 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)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Interest paid
|
|
$
|
7,810
|
|
|
$
|
1,521
|
|
|
$
|
84
|
|
Distributions payable
|
|
2,241
|
|
|
920
|
|
|
56
|
|
|||
Distribution fees payable to affiliates
|
|
16,467
|
|
|
7,457
|
|
|
394
|
|
|||
Distributions reinvested in common stock
|
|
9,482
|
|
|
1,959
|
|
|
53
|
|
|||
Accrued offering and organization costs due to the Advisor
|
|
21,347
|
|
|
14,197
|
|
|
927
|
|
|||
Accrued acquisition expense reimbursements due to the Advisor
|
|
182
|
|
|
3,500
|
|
|
—
|
|
|||
Redeemable noncontrolling interest issued as settlement of performance component of the advisory fee
|
|
723
|
|
|
—
|
|
|
—
|
|
|||
Non-cash selling commissions and dealer manager fees
|
|
11,697
|
|
|
8,802
|
|
|
203
|
|
|||
Mortgage notes assumed on real estate acquisitions at fair value
|
|
50,418
|
|
|
—
|
|
|
—
|
|
|
|
For the Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Beginning of period:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
19,016
|
|
|
$
|
10,565
|
|
|
$
|
1,640
|
|
Restricted cash (1)
|
|
5
|
|
|
481
|
|
|
481
|
|
|||
Cash, cash equivalents and restricted cash
|
|
$
|
19,021
|
|
|
$
|
11,046
|
|
|
$
|
2,121
|
|
End of period:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
51,178
|
|
|
$
|
19,016
|
|
|
$
|
10,565
|
|
Restricted cash (1)
|
|
—
|
|
|
5
|
|
|
481
|
|
|||
Cash, cash equivalents and restricted cash
|
|
$
|
51,178
|
|
|
$
|
19,021
|
|
|
$
|
11,046
|
|
|
(1)
|
As of December 31, 2019, the Company did not have any restricted cash. As of December 31, 2018, restricted cash consisted of cash held in escrow in connection with certain estimated property improvements. As of December 31, 2017, restricted cash consisted of amounts deposited with a third-party escrow agent related to the notes issued pursuant to the private offering, which was released to the Company from escrow in January 2018. As of December 31, 2016, restricted cash consisted of amounts held in escrow related to the closing of the private offering. See “Note 6” for further information on the notes, and “Note 8” for further information on the private offering.
|
|
|
For the Quarter Ended
|
||||||||||||||
(in thousands, except per share data)
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2019
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
5,963
|
|
|
$
|
7,001
|
|
|
$
|
12,548
|
|
|
$
|
14,865
|
|
Total operating expenses
|
|
$
|
(7,693
|
)
|
|
$
|
(8,808
|
)
|
|
$
|
(14,108
|
)
|
|
$
|
(16,420
|
)
|
Total other expenses
|
|
$
|
(1,201
|
)
|
|
$
|
(1,154
|
)
|
|
$
|
(2,776
|
)
|
|
$
|
(3,159
|
)
|
Total (reimbursement to) expense support from the Advisor, net
|
|
$
|
(2,205
|
)
|
|
$
|
1,045
|
|
|
$
|
658
|
|
|
$
|
(6,966
|
)
|
Net loss
|
|
$
|
(5,136
|
)
|
|
$
|
(1,916
|
)
|
|
$
|
(3,678
|
)
|
|
$
|
(11,680
|
)
|
Net loss attributable to common stockholders
|
|
$
|
(5,122
|
)
|
|
$
|
(1,912
|
)
|
|
$
|
(3,672
|
)
|
|
$
|
(11,662
|
)
|
Net loss per common share - basic and diluted (1)
|
|
$
|
(0.20
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.25
|
)
|
Weighted-average shares outstanding
|
|
25,997
|
|
|
34,452
|
|
|
41,808
|
|
|
46,989
|
|
||||
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
|
)
|
Total 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
|
|
|
(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.
|
(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
|
|
|
|
|
|
4.4*
|
|
|
|
|
|
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*
|
|
|
|
|
|
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, 2019, filed on March 5, 2020, 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 Comprehensive Income (Loss), (vi) Consolidated Statements of Cash Flows, and (vii) 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, 2019 (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
|
|
|
$
|
631
|
|
|
$
|
5,225
|
|
|
$
|
6,001
|
|
|
$
|
11,226
|
|
|
$
|
(824
|
)
|
|
2/26/2018
|
|
1-20
|
Medley Industrial Center in Medley, FL
|
|
1
|
|
—
|
|
|
2,864
|
|
|
4,559
|
|
|
7,423
|
|
|
185
|
|
|
2,864
|
|
|
4,744
|
|
|
7,608
|
|
|
(412
|
)
|
|
4/11/2018
|
|
1-30
|
|||||||||
Ontario Distribution Center in Ontario, CA
|
|
1
|
|
—
|
|
|
14,657
|
|
|
16,101
|
|
|
30,758
|
|
|
74
|
|
|
14,657
|
|
|
16,175
|
|
|
30,832
|
|
|
(1,920
|
)
|
|
5/17/2018
|
|
1-20
|
|||||||||
Park 429 Logistics Center in Ocoee, FL
|
|
2
|
|
—
|
|
|
7,963
|
|
|
36,919
|
|
|
44,882
|
|
|
277
|
|
|
7,963
|
|
|
37,196
|
|
|
45,159
|
|
|
(1,986
|
)
|
|
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
|
|
|
(2,438
|
)
|
|
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
|
|
|
(467
|
)
|
|
6/25/2018
|
|
1-20
|
|||||||||
Midway Industrial Center in Odenton, MD
|
|
1
|
|
—
|
|
|
4,579
|
|
|
3,548
|
|
|
8,127
|
|
|
269
|
|
|
4,579
|
|
|
3,817
|
|
|
8,396
|
|
|
(564
|
)
|
|
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
|
|
|
(2,145
|
)
|
|
11/20/2018
|
|
1-40
|
|||||||||
Iron Run Distribution Center in Allentown, PA
|
|
1
|
|
—
|
|
|
5,483
|
|
|
10,039
|
|
|
15,522
|
|
|
156
|
|
|
5,483
|
|
|
10,195
|
|
|
15,678
|
|
|
(692
|
)
|
|
12/04/2018
|
|
1-20
|
|||||||||
Elgin Distribution Center in Elgin, IL
|
|
1
|
|
—
|
|
|
4,032
|
|
|
16,951
|
|
|
20,983
|
|
|
50
|
|
|
4,032
|
|
|
17,001
|
|
|
21,033
|
|
|
(568
|
)
|
|
12/11/2018
|
|
1-40
|
|||||||||
Addison Distribution Center II in Addison, IL
|
|
1
|
|
—
|
|
|
4,439
|
|
|
8,009
|
|
|
12,448
|
|
|
24
|
|
|
4,439
|
|
|
8,033
|
|
|
12,472
|
|
|
(558
|
)
|
|
12/21/2018
|
|
1-30
|
|||||||||
Fontana Distribution Center in Fontana, CA
|
|
1
|
|
—
|
|
|
20,558
|
|
|
21,943
|
|
|
42,501
|
|
|
101
|
|
|
20,558
|
|
|
22,044
|
|
|
42,602
|
|
|
(2,116
|
)
|
|
12/28/2018
|
|
1-20
|
|||||||||
Airport Industrial Center in Ontario, CA
|
|
1
|
|
—
|
|
|
4,085
|
|
|
4,051
|
|
|
8,136
|
|
|
87
|
|
|
4,085
|
|
|
4,138
|
|
|
8,223
|
|
|
(400
|
)
|
|
01/08/2019
|
|
1-20
|
|||||||||
Kelly Trade Center in Austin, TX
|
|
1
|
|
—
|
|
|
2,686
|
|
|
12,654
|
|
|
15,340
|
|
|
55
|
|
|
2,686
|
|
|
12,709
|
|
|
15,395
|
|
|
(803
|
)
|
|
01/31/2019
|
|
1-30
|
|||||||||
7A Distribution Center in Robbinsville, NJ
|
|
1
|
|
—
|
|
|
4,874
|
|
|
7,277
|
|
|
12,151
|
|
|
135
|
|
|
4,874
|
|
|
7,412
|
|
|
12,286
|
|
|
(600
|
)
|
|
02/11/2019
|
|
1-20
|
|||||||||
Quakerbridge Distribution Center in Hamilton, NJ
|
|
1
|
|
—
|
|
|
2,334
|
|
|
6,260
|
|
|
8,594
|
|
|
58
|
|
|
2,334
|
|
|
6,318
|
|
|
8,652
|
|
|
(212
|
)
|
|
03/11/2019
|
|
1-40
|
|||||||||
Hebron Airpark Logistics Center in Hebron, KY
|
|
1
|
|
—
|
|
|
2,228
|
|
|
9,572
|
|
|
11,800
|
|
|
4
|
|
|
2,228
|
|
|
9,576
|
|
|
11,804
|
|
|
(324
|
)
|
|
05/30/2019
|
|
1-40
|
|||||||||
Las Vegas Light Industrial Portfolio in Las Vegas, NV
|
|
4
|
|
—
|
|
|
19,872
|
|
|
39,399
|
|
|
59,271
|
|
|
199
|
|
|
19,872
|
|
|
39,598
|
|
|
59,470
|
|
|
(1,731
|
)
|
|
05/30/2019
|
|
1-30
|
|||||||||
Monte Vista Industrial Center in Chino, CA
|
|
1
|
|
—
|
|
|
7,947
|
|
|
7,592
|
|
|
15,539
|
|
|
237
|
|
|
7,947
|
|
|
7,829
|
|
|
15,776
|
|
|
(472
|
)
|
|
06/07/2019
|
|
1-20
|
|||||||||
King of Prussia Core Infill Portfolio in King of Prussia, PA
|
|
5
|
|
—
|
|
|
14,791
|
|
|
17,187
|
|
|
31,978
|
|
|
319
|
|
|
14,791
|
|
|
17,506
|
|
|
32,297
|
|
|
(880
|
)
|
|
06/21/2019
|
|
1-20
|
|||||||||
Dallas Infill Industrial Portfolio in Arlington, TX
|
|
3
|
|
38,000
|
|
|
17,159
|
|
|
74,981
|
|
|
92,140
|
|
|
330
|
|
|
17,159
|
|
|
75,311
|
|
|
92,470
|
|
|
(2,466
|
)
|
|
06/28/2019
|
|
1-30
|
|||||||||
Dallas Infill Industrial Portfolio in Garland, TX
|
|
2
|
|
11,250
|
|
|
3,545
|
|
|
20,370
|
|
|
23,915
|
|
|
—
|
|
|
3,545
|
|
|
20,370
|
|
|
23,915
|
|
|
(427
|
)
|
|
06/28/2019
|
|
1-40
|
|||||||||
Edison Distribution Center in Edison, NJ
|
|
1
|
|
—
|
|
|
11,519
|
|
|
16,079
|
|
|
27,598
|
|
|
—
|
|
|
11,519
|
|
|
16,079
|
|
|
27,598
|
|
|
(547
|
)
|
|
06/28/2019
|
|
1-20
|
|||||||||
395 Distribution Center in Reno, NV
|
|
2
|
|
—
|
|
|
8,904
|
|
|
45,114
|
|
|
54,018
|
|
|
32
|
|
|
8,904
|
|
|
45,146
|
|
|
54,050
|
|
|
(763
|
)
|
|
08/05/2019
|
|
1-40
|
|||||||||
I-80 Distribution Center in Reno, NV
|
|
4
|
|
—
|
|
|
18,742
|
|
|
53,267
|
|
|
72,009
|
|
|
298
|
|
|
18,742
|
|
|
53,565
|
|
|
72,307
|
|
|
(925
|
)
|
|
09/04/2019
|
|
1-40
|
|||||||||
Avenue B Industrial Center in Bethlehem, PA
|
|
1
|
|
—
|
|
|
2,461
|
|
|
4,652
|
|
|
7,113
|
|
|
38
|
|
|
2,461
|
|
|
4,690
|
|
|
7,151
|
|
|
(123
|
)
|
|
09/11/2019
|
|
1-20
|
|||||||||
485 Distribution Center in Shiremanstown, PA
|
|
1
|
|
—
|
|
|
8,427
|
|
|
34,632
|
|
|
43,059
|
|
|
136
|
|
|
8,427
|
|
|
34,768
|
|
|
43,195
|
|
|
(490
|
)
|
|
09/13/2019
|
|
1-40
|
|||||||||
Weston Business Center in Weston, FL
|
|
1
|
|
—
|
|
|
15,661
|
|
|
16,750
|
|
|
32,411
|
|
|
51
|
|
|
15,661
|
|
|
16,801
|
|
|
32,462
|
|
|
(67
|
)
|
|
12/10/2019
|
|
1-20
|
|||||||||
Marigold Distribution Center in Redlands, CA
|
|
1
|
|
—
|
|
|
17,230
|
|
|
22,505
|
|
|
39,735
|
|
|
23
|
|
|
17,230
|
|
|
22,528
|
|
|
39,758
|
|
|
(63
|
)
|
|
12/20/2019
|
|
1-30
|
|||||||||
Bishops Gate Distribution Center in Mount Laurel, NJ
|
|
1
|
|
—
|
|
|
8,068
|
|
|
24,158
|
|
|
32,226
|
|
|
46
|
|
|
8,068
|
|
|
24,204
|
|
|
32,272
|
|
|
(5
|
)
|
|
12/31/2019
|
|
1-20
|
|||||||||
Total
|
|
45
|
|
$
|
49,250
|
|
|
$
|
261,620
|
|
|
$
|
625,441
|
|
|
$
|
887,061
|
|
|
$
|
4,109
|
|
|
$
|
261,620
|
|
|
$
|
629,550
|
|
|
$
|
891,170
|
|
|
$
|
(25,988
|
)
|
|
|
|
|
|
(1)
|
Includes gross intangible lease assets of $77.3 million and gross intangible lease liabilities of $13.2 million.
|
(2)
|
As of December 31, 2019, the aggregate cost for federal income tax purposes of investments in property was $890.3 million (unaudited).
|
(3)
|
A summary of activity for investment in real estate properties is as follows:
|
(in thousands)
|
|
2019
|
|
2018
|
||||
Investment in real estate properties:
|
|
|
|
|
||||
Balance at beginning of period
|
|
$
|
300,713
|
|
|
$
|
—
|
|
Acquisition of properties
|
|
587,033
|
|
|
300,028
|
|
||
Improvements
|
|
3,424
|
|
|
685
|
|
||
Balance at end of period
|
|
$
|
891,170
|
|
|
$
|
300,713
|
|
Accumulated depreciation and amortization:
|
|
|
|
|
||||
Balance at beginning of period
|
|
$
|
(3,556
|
)
|
|
$
|
—
|
|
Additions charged to costs and expenses
|
|
(22,432
|
)
|
|
(3,556
|
)
|
||
Balance at end of period
|
|
$
|
(25,988
|
)
|
|
$
|
(3,556
|
)
|
|
BLACK CREEK INDUSTRIAL REIT IV INC.
|
||
|
|
|
|
|
By:
|
|
/s/ JEFFREY W. TAYLOR
|
|
|
|
Jeffrey W. Taylor
Managing Director, Co-President
(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 5, 2020
|
Evan H. Zucker
|
|
|
|
|
|
|
|
||
/S/ MARSHALL M. BURTON
|
|
Director
|
|
March 5, 2020
|
Marshall M. Burton
|
|
|
|
|
|
|
|
|
|
/S/ CHARLES B. DUKE
|
|
Director
|
|
March 5, 2020
|
Charles B. Duke
|
|
|
|
|
|
|
|
|
|
/S/ JOHN S. HAGESTAD
|
|
Director
|
|
March 5, 2020
|
John S. Hagestad
|
|
|
|
|
|
|
|
|
|
/S/ STANLEY A. MOORE
|
|
Director
|
|
March 5, 2020
|
Stanley A. Moore
|
|
|
|
|
|
|
|
|
|
/s/ DWIGHT L. MERRIMAN III
|
|
Director
|
|
March 5, 2020
|
Dwight L. Merriman III
|
|
|
|
|
|
|
|
|
|
/s/ JEFFREY W. TAYLOR
|
|
Managing Director, Co-President
(Principal Executive Officer)
|
|
March 5, 2020
|
Jeffrey W. Taylor
|
|
|
|
|
|
|
|
|
|
/S/ THOMAS G. MCGONAGLE
|
|
Managing Director, Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
|
March 5, 2020
|
Thomas G. McGonagle
|
|
|
|
|
|
|
|
For regular mail:
|
|
For overnight deliveries:
|
Black Creek Group
|
|
Black Creek Group
|
P.O. Box 219079
|
|
c/o DST Systems, Inc.
|
Kansas City, MO 64121-9079
|
|
430 W. 7th Street, Suite 219079
|
|
|
Kansas City, MO 64121-9079
|
•
|
listing our common stock on a national securities exchange;
|
•
|
our sale, merger or other transaction in which our stockholders either receive, or have the option to receive, cash, securities redeemable for cash, and/or securities of a publicly traded company; and
|
•
|
a sale of all or substantially all of our assets where our stockholders either receive, or have the option to receive, cash or other consideration.
|
•
|
one-tenth or more but less than one-third;
|
•
|
one-third or more but less than a majority; or
|
•
|
a majority or more of all voting power.
|
•
|
A classified board;
|
•
|
A two-thirds vote requirement for removing a director;
|
•
|
A requirement that the number of directors be fixed only by vote of the directors;
|
•
|
A requirement that a vacancy on the board be filled only by the remaining directors and, if the board is classified, for the remainder of the full term of the class of directors in which the vacancy occurred; and
|
•
|
A majority requirement for the calling of a stockholder-requested special meeting of stockholders.
|
•
|
accepting the securities of the entity that would be created or would survive after the successful completion of the roll-up transaction offered in the proposed roll-up transaction; or
|
•
|
one of the following:
|
•
|
remaining stockholders and preserving their interests in us on the same terms and conditions as existed previously; or
|
•
|
receiving cash in an amount equal to their pro rata share of the appraised value of our net assets.
|
•
|
which would result in common stockholders having democracy voting rights in the entity that would be created or would survive after the successful completion of the roll-up transaction that are less than those provided in our charter, including rights with respect to the election and removal of directors, annual and special meetings, amendment of the charter and our dissolution;
|
•
|
which includes provisions that would operate as a material impediment to, or frustration of, the accumulation of shares by any purchaser of the securities of the entity that would be created or would survive after the successful completion of the roll-up transaction, except to the minimum extent necessary to preserve the tax status of such entity, or which would limit the ability of an investor to exercise the voting rights of its securities of the entity that would be created or would survive after the successful completion of the roll-up transaction on the basis of the number of shares held by that investor;
|
•
|
in which our common stockholders' rights to access of records of the entity that would be created or would survive after the successful completion of the roll-up transaction will be less than those provided in our charter and described in “—Meetings, Special Voting Requirements and Access To Records” above; or
|
•
|
in which we would bear any of the costs of the roll-up transaction if our common stockholders reject the roll-up transaction.
|
•
|
financial statements which are prepared in accordance with GAAP (or the then required accounting principles) and are audited by our independent registered public accounting firm;
|
•
|
the ratio of the costs of raising capital during the year to the capital raised;
|
•
|
the aggregate amount of advisory fees and the aggregate amount of other fees paid to the Advisor and any affiliate of the Advisor by us or third parties doing business with us during the year;
|
•
|
our total operating expenses for the year, stated as a percentage of our average invested assets and as a percentage of our net income;
|
•
|
a report from the independent directors that our policies are in the best interests of our stockholders and the basis for such determination; and
|
•
|
separately stated, full disclosure of all material terms, factors and circumstances surrounding any and all transactions involving us and the Advisor, a director or any affiliate thereof during the year; and the independent directors are specifically charged with a duty to examine and comment in the report on the fairness of the transactions.
|
Article 1 DEFINED TERMS
|
2
|
|
||
Article 2 PARTNERSHIP FORMATION AND IDENTIFICATION
|
10
|
|
||
|
2.1
|
Formation.
|
10
|
|
|
2
|
Name, Office and Registered Agent.
|
10
|
|
|
2
|
Partners.
|
11
|
|
|
2
|
Term and Dissolution.
|
11
|
|
|
3
|
Filing of Certificate and Perfection of Limited Partnership.
|
11
|
|
|
3
|
Certificates Describing Partnership Units and Special Partnership Units.
|
11
|
|
Article 3 BUSINESS OF THE PARTNERSHIP
|
12
|
|
||
Article 4 CAPITAL CONTRIBUTIONS AND ACCOUNTS
|
12
|
|
||
|
4.1
|
Capital Contributions.
|
12
|
|
|
4.2
|
Additional Capital Contributions and Issuances of Additional Partnership Interests.
|
12
|
|
|
4.3
|
Additional Funding.
|
14
|
|
|
4.4
|
Capital Accounts.
|
14
|
|
|
4.5
|
Percentage Interests.
|
15
|
|
|
4.6
|
No Interest On Contributions.
|
15
|
|
|
4.7
|
Return Of Capital Contributions.
|
15
|
|
|
4.8
|
No Third Party Beneficiary.
|
15
|
|
Article 5 PROFITS AND LOSSES; DISTRIBUTIONS
|
15
|
|
||
|
5.1
|
Allocation of Profit and Loss.
|
15
|
|
|
5.2
|
Distribution of Cash.
|
18
|
|
|
5.3
|
REIT Distribution Requirements.
|
20
|
|
|
5.4
|
No Right to Distributions in Kind.
|
21
|
|
|
5.5
|
Limitations on Return of Capital Contributions.
|
21
|
|
|
5.6
|
Distributions Upon Liquidation.
|
21
|
|
|
5.7
|
Substantial Economic Effect.
|
21
|
|
Article 6 RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER
|
21
|
|
||
|
6.1
|
Management of the Partnership.
|
21
|
|
|
6.2
|
Delegation of Authority.
|
23
|
|
|
6.3
|
Indemnification and Exculpation of Indemnitees.
|
24
|
|
|
6.4
|
Liability of the General Partner.
|
25
|
|
|
6.5
|
Reimbursement of General Partner.
|
26
|
|
|
6.6
|
Outside Activities.
|
26
|
|
|
6.7
|
Employment or Retention of Affiliates.
|
26
|
|
|
6.8
|
General Partner Participation.
|
27
|
|
|
6.9
|
Title to Partnership Assets.
|
27
|
|
|
6.10
|
Redemptions and Exchanges of REIT Shares.
|
27
|
|
|
6.11
|
No Duplication of Fees or Expenses.
|
28
|
|
Article 7 CHANGES IN GENERAL PARTNER
|
28
|
|
||
|
7.1
|
Transfer of the General Partner’s Partnership Interest.
|
28
|
|
|
7.2
|
Admission of a Substitute or Additional General Partner.
|
29
|
|
|
7.3
|
Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner.
|
29
|
|
|
7.4
|
Removal of a General Partner.
|
30
|
|
Article 8 RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS
|
31
|
|
||
|
8.1
|
Management of the Partnership.
|
31
|
|
|
8.2
|
Power of Attorney.
|
31
|
|
|
8.3
|
Limitation on Liability of Limited Partners.
|
31
|
|
|
8.4
|
Ownership by Limited Partner of Corporate General Partner or Affiliate.
|
31
|
|
|
8.5
|
Redemption Right.
|
31
|
|
|
8.6
|
Registration.
|
33
|
|
|
8.7
|
Distribution Reinvestment Plan.
|
34
|
|
Article 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS
|
34
|
|
||
|
9.1
|
Purchase for Investment.
|
34
|
|
|
9.2
|
Restrictions on Transfer of Limited Partnership Interests.
|
34
|
|
|
9.3
|
Admission of Substitute Limited Partner.
|
35
|
|
|
9.4
|
Rights of Assignees of Partnership Interests.
|
36
|
|
|
9.5
|
Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner.
|
36
|
|
|
9.6
|
Joint Ownership of Interests.
|
37
|
|
Article 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS
|
37
|
|
||
|
10.1
|
Books and Records.
|
37
|
|
|
10.2
|
Custody of Partnership Funds; Bank Accounts.
|
37
|
|
|
10.3
|
Fiscal and Taxable Year.
|
37
|
|
|
10.4
|
Annual Tax Information and Report.
|
37
|
|
|
10.5
|
Tax Matters Partner; Tax Elections; Special Basis Adjustments.
|
38
|
|
|
10.6
|
Reports to Limited Partners.
|
38
|
|
|
10.7
|
Safe Harbor Election
|
38
|
|
Article 11 AMENDMENT OF AGREEMENT; MERGER
|
39
|
|
||
Article 12 GENERAL PROVISIONS
|
39
|
|
||
|
12.1
|
Notices.
|
39
|
|
|
12.2
|
Survival of Rights.
|
39
|
|
|
12.4
|
Severability.
|
39
|
|
|
12.5
|
Entire Agreement.
|
39
|
|
|
12.6
|
Pronouns and Plurals.
|
40
|
|
|
12.7
|
Headings.
|
40
|
|
|
12.8
|
Counterparts.
|
40
|
|
|
12.9
|
Governing Law.
|
40
|
|
|
12.10
|
Effectiveness.
|
40
|
|
|
|
|
GENERAL PARTNER:
|
||
|
||
BLACK CREEK INDUSTRIAL REIT IV INC.
|
||
|
|
|
By:
|
|
/s/ Thomas G. McGonagle
|
Name:
|
|
Thomas G. McGonagle
|
Title:
|
|
Managing Director, Chief Financial Operator
|
|
||
LIMITED PARTNER:
|
||
|
||
BLACK CREEK INDUSTRIAL REIT IV INC.
|
||
|
|
|
By:
|
|
/s/ Thomas G. McGonagle
|
Name:
|
|
Thomas G. McGonagle
|
Title:
|
|
Managing Director, Chief Financial Operator
|
|
||
SPECIAL OP UNITHOLDER:
|
||
|
||
BCI IV ADVISORS GROUP LLC
|
||
|
|
|
By:
|
|
/s/ Evan H. Zucker
|
Name:
|
|
Evan H. Zucker
|
Title:
|
|
Manager
|
VII.
|
MISCELLANEOUS.
|
BCI IV OPERATING PARTNERSHIP LP,
|
||
a Delaware limited partnership
|
||
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BLACK CREEK INDUSTRIAL REIT IV INC.,
|
||
a Maryland corporation
|
||
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV ONTARIO IC LP,
|
||
a Delaware limited partnership
|
||
|
|
|
By:
|
|
BCI IV Ontario IC GP LLC,
|
|
|
a Delaware limited liability company, its general partner
|
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability company, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV MEDLEY IC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability company, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV ONTARIO DC LP,
|
||
a Delaware limited partnership
|
||
|
|
|
By:
|
|
BCI IV Ontario DC GP LLC,
|
|
|
a Delaware limited liability company, its general partner
|
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV PARK 429 LOGISTICS CENTER LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV PESCADERO DC LP,
|
||
a Delaware limited partnership
|
||
|
|
|
By:
|
|
BCI IV Pescadero DC GP LLC,
|
|
|
a Delaware limited liability company, its general partner
|
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV GOTHARD IC LP,
|
||
a Delaware limited partnership
|
||
|
|
|
By:
|
|
BCI IV Gothard IC GP LLC,
|
|
|
a Delaware limited liability company, its general partner
|
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV MIDWAY IC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV EXECUTIVE AIRPORT DC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV IRON RUN DC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV ELGIN DC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV AIRPORT IC LP,
|
||
a Delaware limited partnership
|
||
|
|
|
By:
|
|
BCI IV Airport IC GP LLC,
|
|
|
a Delaware limited liability company, its general partner
|
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV FONTANA DC LP,
|
||
a Delaware limited partnership
|
||
|
|
|
By:
|
|
BCI IV Fontana DC GP LLC,
|
|
|
a Delaware limited liability company, its general partner
|
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV ADDISON DC II LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV KELLY TRADE CENTER LP,
|
||
a Delaware limited partnership
|
||
|
|
|
By:
|
|
BCI IV Kelly Trade Center GP LLC,
|
|
|
a Delaware limited liability company, its general partner
|
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV 7A DC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV QUAKERBRIDGE DC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV CAMERON BC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV ELDORADO BP LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV HEBRON AIRPARK LOGISTICS CENTER LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV MONTE VISTA IC LP,
|
||
a Delaware limited partnership
|
||
|
|
|
By:
|
|
BCI IV Monte Vista IC GP LLC,
|
|
|
a Delaware limited liability company, its general partner
|
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV KING OF PRUSSIA INDUSTRIAL CENTER LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV EDISON DC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV 395 DC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV I-80 DC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV 485 DC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV AVENUE B INDUSTRIAL CENTER LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
|
||
as Administrative Agent and as a Lender
|
||
|
|
|
By:
|
|
/s/ Craig V. Koshkarian
|
Name:
|
|
Craig V. Koshkarian
|
Title:
|
|
Vice President
|
BANK OF AMERICA, N.A., as a Lender
|
||
|
|
|
By:
|
|
/s/ Roger C. Davis
|
Name:
|
|
Roger C. Davis
|
Title:
|
|
Senior Vice President
|
Increasing Lender
|
Incremental
Revolving Commitment
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
|
$50,000,000
|
BANK OF AMERICA, N.A.
|
$50,000,000
|
Total
|
$100,000,000
|
Lender
|
Aggregate Revolving
Credit Commitments
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
|
$100,000,000
|
BANK OF AMERICA, N.A.
|
$100,000,000
|
U.S. BANK NATIONAL ASSOCIATION
|
$40,000,000
|
JPMORGAN CHASE BANK, N.A.
|
$30,000,000
|
REGIONS BANK, N.A.
|
$30,000,000
|
Total
|
$300,000,000
|
BLACK CREEK INDUSTRIAL REIT IV INC.,
|
||
a Maryland corporation
|
||
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV OPERATING PARTNERSHIP LP,
|
||
a Delaware limited partnership
|
||
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV ADVISORS LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV ADVISORS GROUP LLC
|
|
|
a Delaware limited liability company, its sole member
|
|
|
|
By:
|
|
/s/ Evan Zucker
|
Name:
|
|
Evan Zucker
|
Title:
|
|
Manager
|
VIII.
|
MISCELLANEOUS.
|
BCI IV OPERATING PARTNERSHIP LP,
|
||
a Delaware limited partnership
|
||
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BLACK CREEK INDUSTRIAL REIT IV INC.,
|
||
a Maryland corporation
|
||
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV ONTARIO IC LP,
|
||
a Delaware limited partnership
|
||
|
|
|
By:
|
|
BCI IV Ontario IC GP LLC,
|
|
|
a Delaware limited liability company, its general partner
|
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability company, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV MEDLEY IC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability company, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV ONTARIO DC LP,
|
||
a Delaware limited partnership
|
||
|
|
|
By:
|
|
BCI IV Ontario DC GP LLC,
|
|
|
a Delaware limited liability company, its general partner
|
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV PARK 429 LOGISTICS CENTER LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV PESCADERO DC LP,
|
||
a Delaware limited partnership
|
||
|
|
|
By:
|
|
BCI IV Pescadero DC GP LLC,
|
|
|
a Delaware limited liability company, its general partner
|
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV GOTHARD IC LP,
|
||
a Delaware limited partnership
|
||
|
|
|
By:
|
|
BCI IV Gothard IC GP LLC,
|
|
|
a Delaware limited liability company, its general partner
|
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV MIDWAY IC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV EXECUTIVE AIRPORT DC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV IRON RUN DC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV ELGIN DC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV AIRPORT IC LP,
|
||
a Delaware limited partnership
|
||
|
|
|
By:
|
|
BCI IV Airport IC GP LLC,
|
|
|
a Delaware limited liability company, its general partner
|
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV FONTANA DC LP,
|
||
a Delaware limited partnership
|
||
|
|
|
By:
|
|
BCI IV Fontana DC GP LLC,
|
|
|
a Delaware limited liability company, its general partner
|
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV ADDISON DC II LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV KELLY TRADE CENTER LP,
|
||
a Delaware limited partnership
|
||
|
|
|
By:
|
|
BCI IV Kelly Trade Center GP LLC,
|
|
|
a Delaware limited liability company, its general partner
|
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV 7A DC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV QUAKERBRIDGE DC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV CAMERON BC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV ELDORADO BP LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV HEBRON AIRPARK LOGISTICS CENTER LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV MONTE VISTA IC LP,
|
||
a Delaware limited partnership
|
||
|
|
|
By:
|
|
BCI IV Monte Vista IC GP LLC,
|
|
|
a Delaware limited liability company, its general partner
|
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV KING OF PRUSSIA INDUSTRIAL CENTER LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV EDISON DC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV 395 DC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV I-80 DC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV 485 DC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV AVENUE B INDUSTRIAL CENTER LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
BCI IV WESTON BC LLC,
|
||
a Delaware limited liability company
|
||
|
|
|
By:
|
|
BCI IV Operating Partnership LP,
|
|
|
a Delaware limited liability partnership, its sole member
|
|
|
|
By:
|
|
Black Creek Industrial REIT IV Inc.,
|
|
|
a Maryland corporation, its general partner
|
|
|
|
By:
|
|
/s/ Scott Seager
|
Name:
|
|
Scott Seager
|
Title:
|
|
Senior Vice President, Debt Capital Markets and Treasurer
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
|
||
as Administrative Agent
|
||
|
|
|
By:
|
|
/s/ Craig V. Koshkarian
|
Name:
|
|
Craig V. Koshkarian
|
Title:
|
|
Vice President
|
ZIONS BANCORPORATION, N.A. DBA VECTRA
|
||
BANK COLORADO, as a Lender
|
||
|
|
|
By:
|
|
/s/ H. Shaw Thomas
|
Name:
|
|
H. Shaw Thomas
|
Title:
|
|
Senior Vice President
|
CONSENTED TO:
|
||
|
||
WELLS FARGO BANK, NATIONAL ASSOCIATION,
|
||
as Issuing Bank and Swingline Lender
|
||
|
|
|
By:
|
|
/s/ Craig V. Koshkarian
|
Name:
|
|
Craig V. Koshkarian
|
Title:
|
|
Vice President
|
CONSENTED TO:
|
||
|
||
BANK OF AMERICA, N.A.,
|
||
as Issuing Bank and Swingline Lender
|
||
|
|
|
By:
|
|
/s/ Kyle Pearson
|
Name:
|
|
Kyle Pearson
|
Title:
|
|
Vice President
|
Additional Lender
|
Incremental
Revolving Commitment
|
2019 Incremental
Term Commitment
|
Zions Bancorporation, N.A. dba Vectra Bank Colorado
|
$15,000,000
|
$15,000,000
|
Total
|
$15,000,000
|
$15,000,000
|
Name
|
Revolving Commitment and Percentage
|
Incremental Term Commitment and Percentage
|
Funded Incremental Term Loans and Percentage
|
|||
Wells Fargo Bank, National Association
|
$50,000,000.00
|
15.873015870%
|
$12,000,000.00
|
5.581395349%
|
$6,000,000.00
|
5.581395349%
|
Bank of America, N.A.
|
$50,000,000.00
|
15.873015870%
|
$12,000,000.00
|
5.581395349%
|
$6,000,000.00
|
5.581395349%
|
U.S. Bank National Association
|
$43,000,000.00
|
13.650793650%
|
$24,000,000.00
|
11.162790700%
|
$12,000,000.00
|
11.162790700%
|
JPMorgan Chase Bank, N.A.
|
$40,000,000.00
|
12.698412700%
|
$2,000,000.00
|
0.930232558%
|
$1,000,000.00
|
0.930232558%
|
Regions Bank
|
$37,000,000.00
|
11.746031750%
|
$30,000,000.00
|
13.953488370%
|
$15,000,000.00
|
13.953488370%
|
PNC Bank, National Association
|
$25,000,000.00
|
7.936507937%
|
$35,000,000.00
|
16.279069770%
|
$17,500,000.00
|
16.279069770%
|
Bank of Montreal
|
$22,000,000.00
|
6.984126984%
|
$33,000,000.00
|
15.348837210%
|
$16,500,000.00
|
15.348837210%
|
Capital One, N.A.
|
$22,000,000.00
|
6.984126984%
|
$33,000,000.00
|
15.348837210%
|
$16,500,000.00
|
15.348837210%
|
Associated Bank, National Association
|
$11,000,000.00
|
3.492063492%
|
$19,000,000.00
|
8.837209302%
|
$9,500,000.00
|
8.837209302%
|
Zions Bancorporation, N.A. dba Vectra Bank Colorado
|
$15,000,000.00
|
4.761904762%
|
$15,000,000.00
|
6.976744186%
|
$7,500,000.00
|
6.976744186%
|
Total
|
$315,000,000.00
|
100.000000000%
|
$215,000,000.00
|
100.000000000%
|
$107,500,000.00
|
100.000000000%
|
ENTITY NAME
|
DOMESTIC JURISDICTION
|
BCI IV 7A DC LLC
|
Delaware
|
BCI IV 395 DC LLC
|
Delaware
|
BCI IV 485 DC LLC
|
Delaware
|
BCI IV Acquisitions LLC
|
Delaware
|
BCI IV Addison DC II LLC
|
Delaware
|
BCI IV Airport IC GP LLC
|
Delaware
|
BCI IV Airport IC LP
|
Delaware
|
BCI IV Avenue B Industrial Center LLC
|
Delaware
|
BCI IV Bishops Gate DC LLC
|
Delaware
|
BCI IV Cameron BC LLC
|
Delaware
|
BCI IV Edison DC LLC
|
Delaware
|
BCI IV Eldorado BP LLC
|
Delaware
|
BCI IV Elgin DC LLC
|
Delaware
|
BCI IV Executive Airport DC LLC
|
Delaware
|
BCI IV Fontana DC GP LLC
|
Delaware
|
BCI IV Fontana DC LP
|
Delaware
|
BCI IV Gothard IC GP LLC
|
Delaware
|
BCI IV Gothard IC LP
|
Delaware
|
BCI IV Hebron Airpark Logistics Center LLC
|
Delaware
|
BCI IV I-80 DC LLC
|
Delaware
|
BCI IV Iron Run DC LLC
|
Delaware
|
BCI IV Kelly Trade Center GP LLC
|
Delaware
|
BCI IV Kelly Trade Center LP
|
Delaware
|
BCI IV King of Prussia Industrial Center LLC
|
Delaware
|
BCI IV LOC Lender LLC
|
Delaware
|
BCI IV Marigold DC GP LLC
|
Delaware
|
BCI IV Marigold DC LP
|
Delaware
|
BCI IV Medley IC LLC
|
Delaware
|
BCI IV Midway IC LLC
|
Delaware
|
BCI IV Monte Vista IC GP LLC
|
Delaware
|
BCI IV Monte Vista IC LP
|
Delaware
|
BCI IV Northgate DC Holdco LLC
|
Delaware
|
BCI IV Northgate DC LLC
|
Delaware
|
BCI IV Ontario DC GP LLC
|
Delaware
|
BCI IV Ontario DC LP
|
Delaware
|
BCI IV Ontario IC GP LLC
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Delaware
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BCI IV Ontario IC LP
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Delaware
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BCI IV Operating Partnership LP
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Delaware
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BCI IV Park 429 Logistics Center LLC
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Delaware
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ENTITY NAME
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DOMESTIC JURISDICTION
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BCI IV Pescadero DC GP LLC
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Delaware
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BCI IV Pescadero DC LP
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Delaware
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BCI IV Pioneer DC LLC
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Delaware
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BCI IV Pioneer Parking Lot DC LLC
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Delaware
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BCI IV Port 146 DC GP LLC
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Delaware
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BCI IV Port 146 DC LP
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Delaware
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BCI IV Property Management LLC
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Delaware
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BCI IV Quakerbridge DC LLC
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Delaware
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BCI IV Services LLC
|
Delaware
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BCI IV Weston BC LLC
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Delaware
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1.
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I have reviewed this Annual Report on Form 10-K of Black Creek Industrial REIT IV Inc. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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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;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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March 5, 2020
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/s/ JEFFREY W. TAYLOR
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Jeffrey W. Taylor
Managing Director, Co-President
(Principal Executive Officer)
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1.
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I have reviewed this Annual Report on Form 10-K of Black Creek Industrial REIT IV Inc. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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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;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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March 5, 2020
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/s/ THOMAS G. MCGONAGLE
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Thomas G. McGonagle
Managing Director, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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March 5, 2020
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/s/ JEFFREY W. TAYLOR
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Jeffrey W. Taylor
Managing Director, Co-President
(Principal Executive Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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March 5, 2020
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/s/ THOMAS G. MCGONAGLE
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Thomas G. McGonagle
Managing Director, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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/s/ Altus Group U.S., Inc.
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March 5, 2020
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Altus Group U.S., Inc.
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