Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 28, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | BLACK CREEK INDUSTRIAL REIT IV INC. | ||
Entity Central Index Key | 1,625,941 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Class T | |||
Class of Stock [Line Items] | |||
Entity Common Stock, Shares Outstanding | 25,128,546 | ||
Class W | |||
Class of Stock [Line Items] | |||
Entity Common Stock, Shares Outstanding | 479,651 | ||
Class I | |||
Class of Stock [Line Items] | |||
Entity Common Stock, Shares Outstanding | 437,235 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||
Net investment in real estate properties | $ 301,371 | $ 0 |
Cash and cash equivalents | 19,016 | 10,565 |
Restricted cash | 5 | 481 |
Straight-line and tenant receivables | 1,394 | 0 |
Prepaid expenses | 440 | 420 |
Due from affiliates | 517 | 191 |
Debt issuance costs related to line of credit, net of amortization | 1,167 | 887 |
Acquisition deposits | 675 | 0 |
Other assets | 35 | 4 |
Total assets | 324,620 | 12,548 |
Accounts payable and accrued liabilities | ||
Accounts payable and accrued liabilities | 1,190 | 210 |
Line of credit | 119,000 | 0 |
Notes payable to stockholders, net of debt issuance costs | 376 | 353 |
Due to affiliates | 18,439 | 929 |
Distributions payable | 920 | 56 |
Distribution fees payable to affiliates | 7,457 | 394 |
Other liabilities | 5,465 | 0 |
Total liabilities | 152,847 | 1,942 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value - 200,000 shares authorized, none issued and outstanding | 0 | 0 |
Additional paid-in capital | 180,125 | 10,859 |
Accumulated deficit | (8,556) | (266) |
Total stockholders' equity | 171,772 | 10,605 |
Noncontrolling interests | 1 | 1 |
Total equity | 171,773 | 10,606 |
Total liabilities and equity | 324,620 | 12,548 |
Class T | ||
Stockholders' equity: | ||
Common stock, $0.01 par value per share | 198 | 10 |
Class W | ||
Stockholders' equity: | ||
Common stock, $0.01 par value per share | 2 | 0 |
Class I | ||
Stockholders' equity: | ||
Common stock, $0.01 par value per share | $ 3 | $ 2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class T | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 |
Common stock, shares issued | 19,759,000 | 976,000 |
Common stock, shares outstanding | 19,759,000 | 976,000 |
Class W | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 161,000 | 6,000 |
Common stock, shares outstanding | 161,000 | 6,000 |
Class I | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 225,000,000 | 225,000,000 |
Common stock, shares issued | 345,000 | 256,000 |
Common stock, shares outstanding | 345,000 | 256,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | |||
Rental revenues | $ 6,520,000 | $ 0 | $ 0 |
Total revenues | 6,520,000 | 0 | 0 |
Operating expenses: | |||
Rental expenses | 1,252,000 | 0 | 0 |
Real estate-related depreciation and amortization | 3,541,000 | 0 | 0 |
General and administrative expenses | 1,564,000 | 960,000 | 269,000 |
Organization expenses, related party | 0 | 78,000 | 40,000 |
Advisory fees, related party | 1,624,000 | 0 | 0 |
Acquisition expense reimbursements, related party | 4,900,000 | 0 | 0 |
Other expense reimbursements, related party | 1,195,000 | 185,000 | 1,000 |
Total operating expenses | 14,076,000 | 1,223,000 | 310,000 |
Other expenses: | |||
Interest expense and other | 2,250,000 | 309,000 | 15,000 |
Total other expenses | 2,250,000 | 309,000 | 15,000 |
Total expenses before expense support | 16,326,000 | 1,532,000 | 325,000 |
Total expense support from the Advisor | 5,583,000 | 1,735,000 | 150,000 |
Net (expenses) income after expense support | (10,743,000) | 203,000 | (175,000) |
Net (loss) income | (4,223,000) | 203,000 | (175,000) |
Net (loss) income attributable to noncontrolling interests | 0 | 0 | 0 |
Net (loss) income attributable to common stockholders | $ (4,223,000) | $ 203,000 | $ (175,000) |
Weighted-average shares outstanding (in shares) | 9,107 | 381 | 40 |
Net income (loss) per common share - basic and diluted (in dollars per share) | $ (0.46) | $ 0.53 | $ (4.39) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interests |
Beginning balance at Dec. 31, 2015 | $ 201 | $ 0 | $ 200 | $ 0 | $ 1 |
Beginning balance, shares at Dec. 31, 2015 | 20 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net (loss) income | (175) | (175) | |||
Issuance of common stock | 2,124 | $ 2 | 2,122 | ||
Issuance of common stock, shares | 235 | ||||
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs | $ (25) | (25) | |||
Redemptions of common stock, shares | 0 | ||||
Dividends to stockholders | $ (11) | (11) | 0 | ||
Ending balance at Dec. 31, 2016 | 2,114 | $ 2 | 2,297 | (186) | 1 |
Ending balance, shares at Dec. 31, 2016 | 255 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net (loss) income | 203 | 203 | |||
Issuance of common stock | 10,283 | $ 10 | 10,273 | ||
Issuance of common stock, shares | 983 | ||||
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs | (1,305) | (1,305) | |||
Trailing distribution fees | $ (394) | (406) | 12 | ||
Redemptions of common stock, shares | 0 | ||||
Dividends to stockholders | $ (295) | (295) | |||
Ending balance at Dec. 31, 2017 | 10,606 | $ 12 | 10,859 | (266) | 1 |
Ending balance, shares at Dec. 31, 2017 | 1,238 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net (loss) income | (4,223) | (4,223) | |||
Issuance of common stock | 200,070 | $ 191 | 199,879 | ||
Issuance of common stock, shares | 19,090 | ||||
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs | (22,072) | (22,072) | |||
Trailing distribution fees | $ (7,063) | (7,938) | 875 | ||
Redemptions of common stock, shares | (63) | (63) | |||
Redemptions of common stock | $ (603) | (603) | |||
Dividends to stockholders | (4,942) | (4,942) | |||
Ending balance at Dec. 31, 2018 | $ 171,773 | $ 203 | $ 180,125 | $ (8,556) | $ 1 |
Ending balance, shares at Dec. 31, 2018 | 20,265 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities: | |||
Net (loss) income | $ (4,223) | $ 203 | $ (175) |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | |||
Real estate-related depreciation and amortization | 3,541 | 0 | 0 |
Straight-line rent and amortization of above- and below-market leases | (1,673) | 0 | 0 |
Amortization of debt issuance costs | 557 | 152 | 2 |
Changes in operating assets and liabilities: | |||
Tenant receivables, prepaid expenses and other assets | (133) | (163) | (261) |
Accounts payable and accrued liabilities | 1,175 | 110 | 101 |
Due from / to affiliates, net | 3,910 | (38) | (149) |
Net cash provided by (used in) operating activities | 3,154 | 264 | (482) |
Investing activities: | |||
Real estate acquisitions | (298,478) | 0 | 0 |
Acquisition deposits | (675) | 0 | 0 |
Capital expenditures | (800) | 0 | 0 |
Net cash used in investing activities | (299,953) | 0 | 0 |
Financing activities: | |||
Proceeds from line of credit | 203,000 | 0 | 0 |
Proceeds from notes to stockholders | 0 | 0 | 376 |
Repayments of line of credit | (84,000) | 0 | 0 |
Debt issuance costs paid | (814) | (990) | (74) |
Proceeds from issuance of common stock | 189,309 | 9,933 | 2,125 |
Offering costs paid upon issuance of common stock | 0 | (176) | (25) |
Distributions paid to common stockholders | (1,404) | (102) | 0 |
Distribution fees paid to affiliates | (714) | (4) | 0 |
Redemptions of common stock | (603) | 0 | 0 |
Net cash provided by financing activities | 304,774 | 8,661 | 2,402 |
Net increase in cash, cash equivalents and restricted cash | 7,975 | 8,925 | 1,920 |
Cash, cash equivalents, and restricted cash, at beginning of period | 11,046 | 2,121 | 201 |
Cash, cash equivalents and restricted cash, at end of period | $ 19,021 | $ 11,046 | $ 2,121 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS Black Creek Industrial REIT IV Inc. (the “Company”) is a Maryland corporation formed on August 12, 2014. Unless the context otherwise requires, the “Company” refers to Black Creek Industrial REIT IV Inc. and its consolidated subsidiaries, which includes BCI IV Operating Partnership LP (the “Operating Partnership”). The Company was formed to make equity and debt investments in income-producing real estate assets consisting primarily of high-quality distribution warehouses and other industrial properties that are leased to creditworthy corporate customers throughout the U.S. Although the Company intends to focus investment activities primarily on distribution warehouses and other industrial properties, its charter and bylaws do not preclude it from investing in other types of commercial property, real estate debt, or real estate-related equity securities. The Company operates as one reportable segment comprised of industrial real estate. The Company operates as a real estate investment trust (“REIT”) for U.S. federal income tax purposes, and elected to be treated as a REIT beginning with its taxable year ended December 31, 2017. The Company utilizes an Umbrella Partnership Real Estate Investment Trust (“UPREIT”) organizational structure to hold all or substantially all of its properties and securities through the Operating Partnership, of which the Company is the sole general partner and a limited partner. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with GAAP. Basis of Consolidation The consolidated financial statements include the accounts of Black Creek Industrial REIT IV Inc., the Operating Partnership, and its wholly-owned subsidiaries, as well as amounts related to noncontrolling interests. See “Noncontrolling Interests” below for further detail concerning the accounting policies regarding noncontrolling interests. All material intercompany accounts and transactions have been eliminated. Use of Estimates GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they are determined to be necessary. Reclassifications Certain items in the Company’s consolidated balance sheet for 2017 have been reclassified to conform to the 2018 presentation. Future estimated distribution fees payable have been reclassified from due to affiliates and are presented separately in the consolidated balance sheets. Certain items in the Company’s consolidated statements of operations for 2017 and 2016 have been reclassified to conform to the 2018 presentation. Other expense reimbursements have been reclassified from general and administrative expenses and are presented separately in the consolidated statements of operations. Investment in Real Estate Properties The Company first determines whether an acquisition constitutes a business or asset acquisition. Upon either a business or asset acquisition, the purchase price of a property is allocated to land, building, and intangible lease assets and liabilities based on their relative fair value. The allocation of the purchase price to building is based on management’s estimate of the property’s “as-if” vacant fair value. The “as-if” vacant fair value is determined by using all available information such as the replacement cost of such asset, appraisals, property condition reports, market data and other related information. The allocation of the purchase price to intangible lease assets represents the value associated with the in-place leases, which may include lost rent, leasing commissions, tenant improvements, legal and other related costs. The allocation of the purchase price to above-market lease assets and below-market lease liabilities results from in-place leases being above or below management’s estimate of fair market rental rates at the acquisition date and are measured over a period equal to the remaining term of the lease for above-market leases and the remaining term of the lease, plus the term of any below-market fixed-rate renewal option periods, if applicable, for below-market leases. Intangible lease assets, above-market lease assets, and below-market lease liabilities are collectively referred to as “intangible lease assets and liabilities.” If any debt is assumed in an acquisition, the difference between the fair value and the face value of debt is recorded as a premium or discount and amortized to interest expense over the life of the debt assumed. No debt was assumed in connection with any of the properties acquired during 2018. Transaction costs associated with the acquisition of a property are capitalized as incurred in an asset acquisition and are allocated to land, building, and intangible lease assets on a relative fair value basis. Properties that are probable to be sold are to be designated as “held for sale” on the balance sheet when certain criteria are met. The results of operations for acquired properties are included in the consolidated statements of operations from their respective acquisition dates. Intangible lease assets are amortized to real estate-related depreciation and amortization over the remaining lease term. Above-market lease assets are amortized as a reduction in rental revenues over the remaining lease term and below-market lease liabilities are amortized as an increase in rental revenues over the remaining lease term, plus any applicable fixed-rate renewal option periods. The Company expenses any unamortized intangible lease asset or records an adjustment to rental revenue for any unamortized above-market lease asset or below-market lease liability when a customer terminates a lease before the stated lease expiration date. Land, building, building and land improvements, tenant improvements, lease commissions, and intangible lease assets and liabilities, which are collectively referred to as “real estate assets,” are stated at historical cost less accumulated depreciation and amortization. Costs associated with the development and improvement of the Company’s real estate assets are capitalized as incurred. These costs include capitalized interest and development acquisition fees. Other than the transaction costs associated with the acquisition of a property described above, the Company does not capitalize any other costs, such as taxes, salaries or other general and administrative expenses. Costs incurred in making repairs and maintaining real estate assets are expensed as incurred. Real estate-related depreciation and amortization are computed on a straight-line basis over the estimated useful lives as described in the following table: 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 Real estate assets that are determined to be held and used will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and the Company will evaluate the recoverability of such real estate assets based on estimated future cash flows and the estimated liquidation value of such real estate assets, and provide for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the real estate asset. If impaired, the real estate asset will be written down to its estimated fair value. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less. Straight-line Rent and Tenant Receivables Straight-line rent and tenant receivables include all straight-line rent and accounts receivable, net of allowances. The Company maintains an allowance for estimated losses that may result from the inability of certain of its customers to make required payments. If a customer fails to make contractual payments beyond any allowance, the Company may recognize additional bad debt expense in future periods equal to the net outstanding balances. There was no allowance for doubtful accounts as of December 31, 2018 and 2017 . Debt Issuance Costs Debt issuance costs include fees and costs incurred to obtain long-term financing. These fees and costs are amortized to interest expense over the terms of the related credit facilities. Unamortized debt issuance costs are written off if debt is retired before its maturity date. Debt issuance costs related to the line of credit include up-front fees and costs incurred in order to close on the commitments for the line of credit. As such, these costs are recorded as an asset on the consolidated balance sheets. Debt issuance costs related to the notes payable to certain stockholders are recorded as a direct deduction from the principal amount of that liability. Distribution Fees Distribution fees are paid monthly. Distribution fees are accrued upon the issuance of Class T shares and Class W shares in the primary portion of the Company’s initial public offering. The Company accrues for: (i) the monthly amount payable as of the balance sheet date, and (ii) the estimated amount of distribution fees to be paid in future periods based on the Class T shares and Class W shares outstanding as of the balance sheet date. The accrued distribution fees are reflected in additional paid-in capital in stockholders’ equity. See “ Note 10 ” for additional information regarding when distribution fees become payable. Noncontrolling Interests Due to the Company’s control of the Operating Partnership through its sole general partner interest and its limited partner interest, the Company consolidates the Operating Partnership. The limited partner interests not owned by the Company are presented as noncontrolling interests in the consolidated financial statements. The noncontrolling interests are reported on the consolidated balance sheets within permanent equity, separate from stockholders’ equity. As the limited partner interests do not participate in the profits and losses of the Operating Partnership, there is no net income or loss attributable to the noncontrolling interests on the consolidated statements of operations. See “ Note 12 ” for additional information. Revenue Recognition The Company records rental revenue on a straight-line basis over the full lease term. Certain properties have leases that offer the tenant a period of time where no rent is due or where rent payments change during the term of the lease. Accordingly, the Company records receivables from tenants for rent that the Company expects to collect over the remaining lease term rather than currently, which are recorded as a straight-line rent receivable. When the Company acquires a property, the term of each existing lease is considered to commence as of the acquisition date for purposes of this calculation. Tenant reimbursement revenue includes payments and amounts due from tenants pursuant to their leases for real estate taxes, insurance and other recoverable property operating expenses and is recognized as rental revenue in the period the applicable expenses are incurred. For the year ended December 31, 2018 , tenant reimbursement revenue recognized in rental revenues was approximately $1.0 million . There was no tenant reimbursement revenue for the years ended December 31, 2017 nor 2016. In connection with property acquisitions, the Company may acquire leases with rental rates above or below estimated market rental rates. Above-market lease assets are amortized as a reduction to rental revenue over the remaining lease term, and below-market lease liabilities are amortized as an increase to rental revenue over the remaining lease term, plus any applicable fixed-rate renewal option periods. The Company expenses any unamortized intangible lease asset or records an adjustment to rental revenue for any unamortized above-market lease asset or below-market lease liability by reassessing the estimated remaining useful life of such intangible lease asset or liability when it becomes probable a customer will terminate a lease before the stated lease expiration date. Upon the disposition of an asset, the Company will evaluate the transaction to determine if control of the asset, as well as other specified criteria, has been transferred to the buyer to determine proper timing of recognizing gains or losses. Organization and Offering Expenses Organization costs are expensed as incurred and offering expenses associated with the Company’s public offerings are recorded as a reduction of gross offering proceeds in additional paid-in capital. See “ Note 10 ” for additional information regarding when organization and offering expenses become reimbursable. Income Taxes The Company currently operates as a REIT under the Internal Revenue Code of 1986, as amended, for federal income tax purposes, and elected to be treated as such beginning with its taxable year ended December 31, 2017. As a REIT, the Company generally is not subject to federal income taxes on net income it distributes to stockholders. The Company intends to make timely distributions sufficient to satisfy the annual distribution requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax on its taxable income at regular corporate tax rates. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income and property and federal income and excise taxes on its undistributed income. Net Income (Loss) Per Common Share The Company computes net income (loss) per common share by dividing net income (loss) by the weighted-average number of common shares outstanding during the period for each class. There are no class specific expenses and each class of common stock shares equally in the profits and losses of the Company. There were no dilutive shares for the years ended December 31, 2018 , 2017 and 2016 . Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. At times, balances with any one financial institution may exceed the Federal Deposit Insurance Corporation insurance limits. The Company believes it mitigates this risk by investing its cash with high-credit quality financial institutions. Fair Value Measurements Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. Fair value measurements are categorized into one of three levels of the fair value hierarchy based on the lowest level of significant input used. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Considerable judgment and a high degree of subjectivity are involved in developing these estimates. These estimates may differ from the actual amounts that the Company could realize upon settlement. The fair value hierarchy is as follows: Level 1—Quoted (unadjusted) prices in active markets for identical assets or liabilities. Level 2—Other observable inputs, either directly or indirectly, other than quoted prices included in Level 1, including: • 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. Level 3—Unobservable inputs that cannot be corroborated by observable market data. Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU No. 2016-02, “Leases (Subtopic 842)” (“ASU 2016-02”), which provides guidance for greater transparency in financial reporting by organizations that lease assets such as real estate, airplanes and manufacturing equipment by requiring such organizations to recognize lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The accounting for lessors will remain largely unchanged from current GAAP; however, the standard requires that lessors expense, on an as-incurred basis, certain initial direct costs that are not incremental in negotiating a lease. Under existing standards, certain of these costs are capitalizable and therefore this new standard will result in certain of these costs being expensed as incurred after adoption. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted. The Company adopted the standard when it became effective for the Company, as of the reporting period beginning January 1, 2019, and the Company elected the practical expedients available for implementation under the standard. Under the practical expedients election, the Company would not be required to reassess: (i) whether an expired or existing contract meets the definition of a lease; (ii) the lease classification at the adoption date for expired or existing leases; and (iii) whether costs previously capitalized as initial direct costs would continue to be amortized. The standard also will require new disclosures within the notes accompanying the consolidated financial statements. Additionally, in January 2018, the FASB issued ASU No. 2018-01, “Leases (Subtopic 842): Land Easement Practical Expedient for Transition to Topic 842” (“ASU 2018-01”), which updates ASU 2016-02 to include land easements under the updated guidance, including the option to elect the practical expedient discussed above. The Company also adopted ASU 2018-01 when it became effective for the Company, as of the reporting period beginning January 1, 2019, and the Company elected the practical expedients available for implementation under the standard. In addition, in December 2018, the FASB issued ASU No. 2018-20, “Narrow—Scope Improvements for Lessors” (“ASU 2018-20”), which updates 2016-02 by providing the option to elect a practical expedient for lessors to exclude sales and other similar taxes from the transaction price of the contract, requires lessors to exclude from revenue and expense lessor costs paid directly to a third party by lessees, and clarifies lessors’ accounting for variable payments related to both lease and nonlease components. The Company adopted ASU 2018-20 when it became effective for the Company, as of the reporting period beginning January 1, 2019, and the Company elected the practical expedients available for implementation under the standard. The adoption of these standards did not have a material effect on the Company’s consolidated financial statements. |
REAL ESTATE ACQUISITIONS
REAL ESTATE ACQUISITIONS | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
REAL ESTATE ACQUISITIONS | 3. REAL ESTATE ACQUISITIONS The Company completed its first asset acquisition in February 2018. During the year ended December 31, 2018 , the Company allocated the purchase price of its acquisitions to land, building, and intangible lease assets and liabilities as follows: For the Year Ended December 31, (in thousands) 2018 2017 Land $ 91,087 $ — Building 188,638 — Intangible lease assets 24,098 — Above-market lease assets 247 — Below-market lease liabilities (4,042 ) — Total purchase price (1) $ 300,028 $ — (1) Total purchase price is equal to the total consideration paid. The Company acquired 100% of the following properties, all of which determined to be asset acquisitions, during the year ended December 31, 2018 : ($ in thousands) Acquisition Date Number of Buildings Total Purchase Price (1) 2018 Acquisitions: Ontario Industrial Center 2/26/2018 1 $ 10,595 Medley Industrial Center 4/11/2018 1 7,423 Ontario Distribution Center 5/17/2018 1 30,758 Park 429 Logistics Center 6/7/2018 2 44,882 Pescadero Distribution Center 6/20/2018 1 45,623 Gothard Industrial Center 6/25/2018 1 10,096 Midway Industrial Center 10/22/2018 1 8,127 Executive Airport Distribution Center 11/20/2018 1 51,070 Iron Run Distribution Center 12/4/2018 1 15,522 Elgin Distribution Center 12/11/2018 1 20,983 Addison Distribution Center II 12/21/2018 1 12,448 Fontana Distribution Center 12/28/2018 1 42,501 Total 2018 Acquisitions 13 $ 300,028 (1) Total purchase price is equal to the total consideration paid. Intangible and above-market lease assets are amortized over the remaining lease term. Below-market lease liabilities are amortized over the remaining lease term, plus any below-market, fixed-rate renewal option periods. The weighted-average amortization periods for the intangible lease assets and liabilities acquired in connection with the Company’s acquisitions during the year ended December 31, 2018 , as of the respective date of each acquisition, was 5.8 years. |
INVESTMENT IN REAL ESTATE
INVESTMENT IN REAL ESTATE | 12 Months Ended |
Dec. 31, 2018 | |
Real Estate [Abstract] | |
INVESTMENT IN REAL ESTATE | 4. INVESTMENT IN REAL ESTATE As of December 31, 2018 , the Company’s investment in real estate properties consisted of 13 industrial buildings. As of December 31, 2017 , the Company did not own any properties. As of December 31, (in thousands) 2018 2017 Land $ 91,087 $ — Building and improvements 188,872 — Intangible lease assets 24,492 — Construction in progress 476 — Investment in real estate properties 304,927 — Less accumulated depreciation and amortization (3,556 ) — Net investment in real estate properties $ 301,371 $ — Intangible Lease Assets and Liabilities Intangible lease assets and liabilities as of December 31, 2018 and 2017 included the following: As of December 31, 2018 As of December 31, 2017 (in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Intangible lease assets (1) $ 24,245 $ (1,450 ) $ 22,795 $ — $ — $ — Above-market lease assets (1) 247 (15 ) 232 — — — Below-market lease liabilities (2) (4,042 ) 582 (3,460 ) — — — (1) Included in net investment in real estate properties on the consolidated balance sheets. (2) Included in other liabilities on the consolidated balance sheets. The following table details the estimated net amortization of such intangible lease assets and liabilities, as of December 31, 2018 , for the next five years and thereafter: Estimated Net Amortization (in thousands) Intangible Above-Market Below-Market 2019 $ 4,851 $ 68 $ (971 ) 2020 4,679 68 (823 ) 2021 4,264 54 (700 ) 2022 3,256 25 (496 ) 2023 2,594 17 (282 ) Thereafter 3,151 — (188 ) Total $ 22,795 $ 232 $ (3,460 ) Future Minimum Rent Future minimum base rental payments, which equal the cash basis of monthly contractual rent, owed to the Company from its customers under the terms of non-cancelable operating leases in effect as of December 31, 2018 , excluding rental revenues from the potential renewal or replacement of existing leases and from future tenant reimbursement revenue, were as follows for the next five years and thereafter: (in thousands) Future Minimum Base 2019 $ 14,354 2020 14,877 2021 14,567 2022 12,756 2023 10,834 Thereafter 21,378 Total $ 88,766 Rental Revenue Adjustments and Depreciation and Amortization Expense The following table summarizes straight-line rent adjustments, amortization recognized as an increase (decrease) to rental revenues from above-and below-market lease assets and liabilities, and real estate-related depreciation and amortization expense: For the Year Ended December 31, (in thousands) 2018 2017 2016 Increase (Decrease) to Rental Revenue: Straight-line rent adjustments $ 1,106 $ — $ — Above-market lease amortization (15 ) — — Below-market lease amortization 582 — — Real Estate-Related Depreciation and Amortization: Depreciation expense $ 2,091 $ — $ — Intangible lease asset amortization 1,450 — — |
LINE OF CREDIT
LINE OF CREDIT | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
LINE OF CREDIT | 5. LINE OF CREDIT On September 18, 2017, the Company entered into a credit facility agreement with an initial aggregate revolving loan commitment of $100.0 million , and on June 28, 2018, the Company increased the commitment to $200.0 million . The Company has the ability from time to time to increase the size of the credit facility by up to an additional $400.0 million for a total of up to $600.0 million , subject to receipt of lender commitments and satisfaction of other conditions. Any increase to the size of the credit facility may be in the form of an increase in the aggregate revolving loan commitments, the establishment of a term loan, or a combination of both. The maturity date of the line of credit is September 18, 2020, and may be extended pursuant to two one -year extension options, subject to continuing compliance with certain financial covenants and other customary conditions. Borrowings under the line of credit will be charged interest based on either: (i) the London Interbank Offered Rate (“LIBOR”) plus a margin ranging from 1.60% to 2.50% ; or (ii) an alternative base rate plus a margin ranging from 0.60% to 1.50% , 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, 2018 , the Company had $119.0 million outstanding under the line of credit with an interest rate of 4.10% ; the unused portion was $80.9 million , of which $63.7 million was available. As of December 31, 2017 , there were no amounts outstanding under the line of credit. Unamortized debt issuance costs and accumulated amortization of debt issuance costs related to the line of credit were $1.2 million and $0.6 million , respectively, as of December 31, 2018 . Unamortized debt issuance costs and accumulated amortization of debt issuance costs related to the line of credit were $0.9 million and $0.1 million , respectively, as of December 31, 2017 . Additionally, the Company’s interest expense for the years ended December 31, 2018 and 2017 , included $0.5 million and $0.1 million , respectively, of amortization of debt issuance costs related to the line of credit. There were no debt issuance costs for the year ended December 31, 2016 . The Company’s line of credit contains various property-level covenants, including customary affirmative and negative covenants, as well as certain corporate level financial covenants, including leverage ratio, fixed charge coverage ratio, and tangible net worth thresholds. The Company was in compliance with all covenants as of December 31, 2018 . 6. NOTES PAYABLE TO STOCKHOLDERS On December 1, 2016, the Company issued to each of the 125 separate investors in the private offering (as described in “ Note 8 ”) a promissory note with a principal amount of approximately $ 3,003 . The purchase price for each note was approximately $ 3,003 , for an aggregate amount of approximately $376,000 . The Company pays interest on the unpaid principal amount of the notes at a fixed rate of 18.25% per annum per note payable semi-annually in arrears. The notes mature on November 30, 2046. Some or all of the notes may be prepaid by the Company at any time, in whole or in part, provided that (i) the Company will pay on the date of such prepayment all accrued and unpaid interest due on such prepaid principal amount to and including the date of prepayment and (ii) if the prepayment occurs prior to the 18-month anniversary of the issue date of the note, the Company will pay on the date of such prepayment a one-time premium equal to $ 300 per note. The Company issued the notes as part of the private offering in a private transaction exempt from the registration requirements pursuant to Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder. There were no unamortized debt issuance costs related to the Notes as of December 31, 2018 . Unamortized debt issuance costs related to the notes were $22,636 and $72,024 as of December 31, 2017 and 2016 , respectively. Accumulated amortization of debt issuance costs related to the notes were $74,082 and $51,446 as of December 31, 2018 and 2017 , respectively. Additionally, the Company’s interest expense for the years ended December 31, 2018 , 2017 and 2016 included $22,636 , $49,388 and $2,058 , respectively, of amortization of debt issuance costs related to the notes. |
NOTES PAYABLE TO STOCKHOLDERS
NOTES PAYABLE TO STOCKHOLDERS | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE TO STOCKHOLDERS | 5. LINE OF CREDIT On September 18, 2017, the Company entered into a credit facility agreement with an initial aggregate revolving loan commitment of $100.0 million , and on June 28, 2018, the Company increased the commitment to $200.0 million . The Company has the ability from time to time to increase the size of the credit facility by up to an additional $400.0 million for a total of up to $600.0 million , subject to receipt of lender commitments and satisfaction of other conditions. Any increase to the size of the credit facility may be in the form of an increase in the aggregate revolving loan commitments, the establishment of a term loan, or a combination of both. The maturity date of the line of credit is September 18, 2020, and may be extended pursuant to two one -year extension options, subject to continuing compliance with certain financial covenants and other customary conditions. Borrowings under the line of credit will be charged interest based on either: (i) the London Interbank Offered Rate (“LIBOR”) plus a margin ranging from 1.60% to 2.50% ; or (ii) an alternative base rate plus a margin ranging from 0.60% to 1.50% , 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, 2018 , the Company had $119.0 million outstanding under the line of credit with an interest rate of 4.10% ; the unused portion was $80.9 million , of which $63.7 million was available. As of December 31, 2017 , there were no amounts outstanding under the line of credit. Unamortized debt issuance costs and accumulated amortization of debt issuance costs related to the line of credit were $1.2 million and $0.6 million , respectively, as of December 31, 2018 . Unamortized debt issuance costs and accumulated amortization of debt issuance costs related to the line of credit were $0.9 million and $0.1 million , respectively, as of December 31, 2017 . Additionally, the Company’s interest expense for the years ended December 31, 2018 and 2017 , included $0.5 million and $0.1 million , respectively, of amortization of debt issuance costs related to the line of credit. There were no debt issuance costs for the year ended December 31, 2016 . The Company’s line of credit contains various property-level covenants, including customary affirmative and negative covenants, as well as certain corporate level financial covenants, including leverage ratio, fixed charge coverage ratio, and tangible net worth thresholds. The Company was in compliance with all covenants as of December 31, 2018 . 6. NOTES PAYABLE TO STOCKHOLDERS On December 1, 2016, the Company issued to each of the 125 separate investors in the private offering (as described in “ Note 8 ”) a promissory note with a principal amount of approximately $ 3,003 . The purchase price for each note was approximately $ 3,003 , for an aggregate amount of approximately $376,000 . The Company pays interest on the unpaid principal amount of the notes at a fixed rate of 18.25% per annum per note payable semi-annually in arrears. The notes mature on November 30, 2046. Some or all of the notes may be prepaid by the Company at any time, in whole or in part, provided that (i) the Company will pay on the date of such prepayment all accrued and unpaid interest due on such prepaid principal amount to and including the date of prepayment and (ii) if the prepayment occurs prior to the 18-month anniversary of the issue date of the note, the Company will pay on the date of such prepayment a one-time premium equal to $ 300 per note. The Company issued the notes as part of the private offering in a private transaction exempt from the registration requirements pursuant to Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder. There were no unamortized debt issuance costs related to the Notes as of December 31, 2018 . Unamortized debt issuance costs related to the notes were $22,636 and $72,024 as of December 31, 2017 and 2016 , respectively. Accumulated amortization of debt issuance costs related to the notes were $74,082 and $51,446 as of December 31, 2018 and 2017 , respectively. Additionally, the Company’s interest expense for the years ended December 31, 2018 , 2017 and 2016 included $22,636 , $49,388 and $2,058 , respectively, of amortization of debt issuance costs related to the notes. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 7. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company estimates fair value of its financial instruments using available market information and valuation methodologies it believes to be appropriate for these purposes. As of December 31, 2018 and 2017 , the fair values of cash and cash equivalents, restricted cash, tenant receivables, prepaid expenses, other assets, due from/to affiliates, accounts payable and accrued liabilities, and distributions payable approximate their carrying values due to the short-term nature of these instruments. The table below includes fair values for certain of the Company’s financial instrument for which it is practicable to estimate fair value. The carrying values and fair values of these financial instruments were as follows: December 31, 2018 December 31, 2017 (in thousands) Carrying Fair Carrying Fair Line of credit $ 119,000 $ 119,000 $ — $ — Notes payable to stockholders 376 376 376 376 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 8. STOCKHOLDERS’ EQUITY Initial Public Offering The Company has registered with the SEC an initial public offering of up to $2.0 billion in shares of its common stock in any combination of Class T shares, Class W shares and Class I shares, consisting of $1.5 billion in the primary offering and up to $500.0 million in shares under the distribution reinvestment plan. The Company is offering shares of its common stock at the “transaction price,” plus applicable selling commissions and dealer manager fees. The “transaction price” generally is equal to the net asset value (“NAV”) per share of the Company’s common stock most recently disclosed. The Company’s NAV per share is calculated as of the last calendar day of each month for each of its outstanding classes of stock, and will be available generally within 15 calendar days after the end of the applicable month. Shares issued pursuant to the Company’s distribution reinvestment plan are offered at the transaction price, as indicated above, in effect on the distribution date. The Company may update a previously disclosed transaction price in cases where the Company believes there has been a material change (positive or negative) to its NAV per share relative to the most recently disclosed monthly NAV per share. The Company’s initial public offering is a continuous offering that was initially expected to end no later than February 18, 2019. On January 4, 2019, the Company filed a new registration statement for a follow-on public offering of up to $2.0 billion in Class T shares, Class I shares and Class W shares of common stock, consisting of up to $1.5 billion offered in the primary offering and up to $500.0 million offered under the distribution reinvestment plan. The Company may reallocate amounts between the primary offering and distribution reinvestment plan. This registration statement is not yet effective and the Company’s initial public offering will continue until the time that such registration statement becomes effective. The Class T shares, Class W shares, and Class I shares, all of which are collectively referred to herein as shares of common stock, have identical rights and privileges, including identical voting rights, but have differing fees that are payable on a class-specific basis. The per share amount of distributions paid on Class T shares and Class W shares will be lower than the per share amount of distributions paid on Class I shares because of the distribution fees payable with respect to Class T shares and Class W shares sold in the primary offering. The Company is offering to sell its common stock in any combination of the share classes with an aggregate dollar value up to the maximum offering amount. The Company has the right to reallocate the shares of common stock offered between the Company’s primary offering and the Company’s distribution reinvestment plan. Black Creek Capital Markets, LLC (the “Dealer Manager”), a related party, provides dealer manager services in connection with the Company’s initial public offering. The Company’s initial public offering is a best efforts offering, which means that the Dealer Manager is not required to sell any specific number or dollar amount of shares of common stock in the initial public offering, but will use its best efforts to sell the shares of common stock. Private Offering On December 1 , 2016, the Company issued to each of 125 separate investors 56 Class I shares of common stock and 56 Class T shares of common stock. The purchase price for all shares was $8.90 per share. In the aggregate, the Company issued 7,000 Class I shares and 7,000 Class T shares for $124,600 . The Company issued these shares of common stock in a private transaction exempt from the registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder. In conjunction with issuing these shares, the Company incurred offering costs of $24,694 . These costs were determined to be a cost of raising capital and were recorded as additional paid-in capital. The private offering also included the issuance of promissory notes to the investors, as described in “ Note 6 .” See below for a summary of total amount raised in the private offering. Summary of the Public and Private Offerings A summary of the Company’s initial public offering (including shares sold through the primary offering and the Company’s distribution reinvestment plan (“DRIP”)) and its private offering, as of December 31, 2018 , is as follows: (in thousands) Class T Class W Class I Notes to Total Amount of gross proceeds raised: Primary offering $ 205,732 $ 1,541 $ 2,975 $ — $ 210,248 DRIP 1,900 6 106 — 2,012 Private offering 62 — 62 376 500 Total offering $ 207,694 $ 1,547 $ 3,143 $ 376 $ 212,760 Number of shares issued: Primary offering 19,611 154 318 — 20,083 DRIP 190 1 11 — 202 Private offering 7 — 7 — 14 Stock dividends — 6 3 — 9 Total offering 19,808 161 339 — 20,308 As of December 31, 2018 , approximately $1.79 billion in shares of common stock remained available for sale pursuant to the Company’s initial public offering in any combination of Class T, Class W and Class I shares, including approximately $498.0 million in shares of common stock available for sale through the Company’s distribution reinvestment plan, which may be reallocated for sale in the primary offering. Common Stock The following table summarizes the changes in the shares outstanding for each class of common stock for the periods presented below: (in thousands) Class T Class W Class I Total Balance as of December 31, 2015 — — 20 20 Issuance of common stock: Primary shares — — 221 221 Private offering shares 7 — 7 14 Balance as of December 31, 2016 7 — 248 255 Issuance of common stock: Primary shares 968 — — 968 DRIP 1 — 5 6 Stock dividends — 6 3 9 Balance as of December 31, 2017 976 6 256 1,238 Issuance of common stock: Primary shares 18,643 154 97 18,894 DRIP 189 1 6 196 Redemptions (49 ) — (14 ) (63 ) Balance as of December 31, 2018 19,759 161 345 20,265 (1) Includes 20,000 Class I shares sold to the Advisor in November 2014. See “ Note 10 ” for additional information. Dividends Prior to the third quarter of 2017, cash distributions were paid on a quarterly basis and were calculated for each day the stockholder had been a stockholder of record during such quarter. Beginning with the third quarter of 2017, cash distributions have been paid on a monthly basis and are calculated as of monthly record dates. Cash distributions for stockholders who had elected to participate in the Company’s distribution reinvestment plan were reinvested into shares of the same class of the Company’s common stock as the shares to which the distributions related. In addition to the cash distributions, the Company’s board of directors authorized special daily stock dividends to all common stockholders of record as of the close of business on each day for the first, second and third quarters of 2017 in an amount equal to 0.0000410959 of a share of common stock on each outstanding share of common stock. These special stock dividends were issued as additional shares of the same class of the Company’s common stock as the shares to which the stock dividends related. The special stock dividends were issued and recorded in our stockholder records on the first business day of the calendar month immediately following the last day of the applicable calendar quarter. Stock dividends for each stockholder were calculated for each day the stockholder had been a stockholder of record during such quarter. In addition to the special stock dividends, the Company’s board of directors authorized the issuance of a stock dividend to all holders of Class T shares, whereby each Class T shareholder of record as of the close of business on September 29, 2017 received 50 Class W shares. This stock dividend was issued following the close of business on October 2, 2017. The Company refers to cash distributions and stock dividends collectively as dividends. Cash Distributions. The following table summarizes the Company’s cash distribution activity (including distributions reinvested in shares of the Company’s common stock) for each of the quarters ended below: Amount (in thousands, except per share data) Declared per Paid Reinvested Distribution Gross 2018 December 31 $ 0.13625 $ 747 $ 1,102 $ 406 $ 2,255 September 30 0.13625 496 681 255 1,432 June 30 0.13625 305 399 147 851 March 31 0.13625 140 197 67 404 Total $ 0.54500 $ 1,688 $ 2,379 $ 875 $ 4,942 2017 December 31 $ 0.13625 $ 45 $ 44 $ 12 $ 101 September 30 0.13625 25 11 — 36 June 30 0.12950 23 10 — 33 March 31 0.12950 23 10 — 33 Total $ 0.53150 $ 116 $ 75 $ 12 $ 203 2016 December 31 (4) $ 0.12950 $ 8 $ 4 $ — $ 12 (1) Amounts reflect the quarterly distribution rate authorized by the Company’s board of directors per Class T share, per Class W share, and per Class I share of common stock. As noted above, commencing with the third quarter of 2017, distributions were declared and paid as of monthly record dates. These monthly distributions have been aggregated and presented on a quarterly basis. The distributions on Class T shares and Class W shares of common stock are reduced by the respective distribution fees that are payable with respect to such Class T shares and Class W shares. (2) Distribution fees are paid monthly to the Dealer Manager with respect to Class T shares and Class W shares issued in the primary portion of the Company’s initial public offering only. Refer to “ Note 10 ” for further detail regarding distribution fees. (3) Gross distributions are total distributions before the deduction of any distribution fees relating to Class T shares and Class W shares. (4) Cash distributions were authorized to all common stockholders of record as of the close of business on each day commencing on the date that the minimum offering requirements were met in connection with the initial public offering and ending on the last day of the quarter in which the minimum offering requirements were met (the “Initial Quarter”). The Company met the minimum offering requirements in connection with the initial public offering on November 30, 2016. Accordingly, the Initial Quarter commenced on that date and ended on December 31, 2016. Redemptions Subject to certain restrictions and limitations, a stockholder may redeem shares of the Company’s common stock, regardless of share class, for cash at a price equal to the transaction price in effect as of the last calendar day of that month, except that shares of the Company’s common stock that have not been outstanding for at least one year will be redeemed at 95.0% of the transaction price and Class T shares that have been outstanding for at least one year but less than two years will be redeemed at 97.5% of the transaction price. The “transaction price” generally will be equal to the NAV per share of the Company’s common stock most recently disclosed by the Company. Redemptions are limited by the Company in accordance with a monthly and quarterly cap. While the Company is not obligated to redeem shares of its common stock under its share redemption program, it intends to redeem shares under its share redemption program on a monthly basis. However, the Company’s board of directors may determine from time to time to adjust the timing of redemptions or suspend, terminate or otherwise modify the Company’s share redemption program. The following table summarizes the Company’s redemption activity for the periods presented below: For the Year Ended December 31, (in thousands, except per share data) 2018 2017 2016 Number of eligible shares redeemed 63 — — Aggregate dollar amount of shares redeemed $ 603 $ — $ — Average redemption price per share $ 9.57 $ — $ — |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 9. INCOME TAXES The Company has concluded there were no uncertain tax positions as of December 31, 2018 , 2017 and 2016 . The U.S. is the major tax jurisdiction for the Company and the earliest tax year subject to examination by the taxing authority is 2015 . Distributions Distributions to stockholders are characterized for federal income tax purposes as: (i) ordinary income; (ii) non-taxable return of capital; or (iii) long-term capital gain. Distributions that exceed the Company’s current and accumulated tax earnings and profits constitute a return of capital and reduce the stockholders’ basis in the common shares. To the extent that a distribution exceeds both current and accumulated earnings and profits and the stockholders’ basis in the common shares, the distributions will generally be treated as a gain from the sale or exchange of such stockholders’ common shares. Under the new tax laws effective January 1, 2018, all distributions (other than distributions designated as capital gain distributions and distributions traceable to distributions from a taxable REIT subsidiary) which are received by a pass-through entity or an individual, are eligible for a 20% deduction from gross income. This eligibility for a 20% deduction will expire as of 2025. At the beginning of each year, the Company notifies its stockholders of the taxability of the distributions paid during the preceding year. The unaudited preliminary taxability of the Company’s 2018 and 2017 distributions were: For the Year Ended December 31, (unaudited) 2018 2017 Ordinary income — % — % Non-taxable return of capital 100.0 100.0 Long-term capital gain — — Total distribution 100.0 % 100.0 % As distributions were not paid until January 2017, there was no taxability of the Company’s distributions for the year ended 2016. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 10. RELATED PARTY TRANSACTIONS The Company relies on the Advisor, a related party, to manage the Company’s day-to-day operating and acquisition activities and to implement the Company’s investment strategy pursuant to the terms of the amended and restated advisory agreement (2018), dated June 13, 2018, as amended on January 1, 2019 (the “Advisory Agreement”), by and among the Company, the Operating Partnership and the Advisor. The current term of the Advisory Agreement ends June 13, 2019, subject to renewals by the Company’s board of directors for an unlimited number of successive one -year periods. The Dealer Manager provides dealer manager services in connection with the Initial Public Offering pursuant to the terms of the second amended and restated dealer manager agreement, effective as of July 1, 2017 (the “Dealer Manager Agreement”), by and among the Company, the Advisor and the Dealer Manager. Black Creek Property Management Company LLC (the “Property Manager”) may perform certain property management services on behalf of the Company and the Operating Partnership. BCI IV Advisors Group LLC, the sponsor of the Company (the “Sponsor”), which owns the Advisor, is presently directly or indirectly majority owned by the estate of John A. Blumberg, James R. Mulvihill and Evan H. Zucker and/or their affiliates and the Sponsor and the Advisor are jointly controlled by the estate of Mr. Blumberg, Messrs Mulvihill and Zucker and/or their respective affiliates. The Dealer Manager and the Property Manager are presently each directly or indirectly majority owned, controlled and/or managed by the estate of Mr. Blumberg, Messrs Mulvihill and/or Zucker and/or their respective affiliates. Mr. Zucker is the Chairman of our board of directors. The Advisor, the Sponsor, the Dealer Manager and the Property Manager receive compensation in the form of fees and expense reimbursements for services relating to the Initial Public Offering and for the investment and management of the Company’s assets. The following is a description of the fees and expense reimbursements payable to the Advisor, the Sponsor, the Property Manager and the Dealer Manager. This summary does not purport to be a complete summary of the Advisory Agreement, the Dealer Manager Agreement, the amended and restated management agreement between the Company and the Property Manager, and the fourth amended and restated limited partnership agreement of the Operating Partnership, and is qualified in its entirety by reference to such agreements, which are incorporated by reference as exhibits to this Annual Report on Form 10-K. Selling Commissions, Dealer Manager Fees and Distribution Fees. The Dealer Manager is entitled to receive upfront selling commissions and dealer manager fees with respect to Class T shares sold in the primary offering. The upfront selling commissions and dealer manager fees are calculated as a percentage of the offering price at the time of purchase of such shares. All or a portion of the upfront selling commissions and dealer manager fees will be retained by, or reallowed to, participating broker dealers. In addition, the Dealer Manager is entitled to receive ongoing distribution fees based on the NAV of Class T shares and Class W shares sold in the primary offering. The distribution fees will be payable monthly in arrears and will be paid on a continuous basis from year to year. The Dealer Manager will reallow the distribution fees to participating broker dealers and broker dealers servicing accounts of investors who own Class T shares and/or Class W shares. The following table details the selling commissions, dealer manager fees and distribution fees applicable for each share class. 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% —% The Company will cease paying the distribution fees with respect to individual Class T shares and Class W shares when they are no longer outstanding, including as a result of a conversion to Class I shares. Each Class T share or Class W share held within a stockholder’s account shall automatically and without any action on the part of the holder thereof convert into a number of Class I shares at the applicable conversion rate on the earliest of: (i) a listing of any shares of the Company’s common stock on a national securities exchange; (ii) the Company’s merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets; and (iii) the end of the month in which the Dealer Manager, in conjunction with the Company’s transfer agent, determines that the total upfront selling commissions, upfront dealer manager fees and ongoing distribution fees paid with respect to all shares of such class held by such stockholder within such account (including shares purchased through the distribution reinvestment plan or received as stock dividends) equals or exceeds 8.5% of the aggregate purchase price of all shares of such class held by such stockholder within such account and purchased in the primary offering. Advisory Fee. The advisory fee consists of a fixed component and a performance component. The fixed component of the advisory fee includes a fee that will be paid monthly to the Advisor for asset management services provided to the Company and a fee payable to the Advisor in connection with a disposition. The following table details the fixed component of the advisory fee. Fixed Component % of aggregate cost of real property assets located in the U.S. (per annum) 0.80% % of aggregate cost of real property assets located outside the U.S. (per annum) 1.20% % of aggregate cost or investment of any interest in any other real estate-related entity or debt investment or other investment (per annum) 0.80% % of total consideration paid in connection with the disposition of real property or a liquidity event involving gross market capitalization of the Company upon occurrence of a listing 1.00% The performance component of the advisory fee, which generally will be paid to the Sponsor in its capacity as holder of a separate series of partnership interests in the Operating Partnership with special distribution rights (the “Special Units”), is a performance based amount in the form of an allocation and distribution. This amount will be paid to the Sponsor, so long as the Advisory Agreement has not been terminated, as a performance participation interest with respect to the Special Units or, at the election of the Sponsor, all or a portion of this amount will be paid instead to the Advisor in the form of an allocation and distribution, as described in the Advisory Agreement. The performance component of the advisory fee is calculated as the lesser of: (1) 12.5% of (a) the annual total return amount less (b) any loss carryforward; and (2) the amount equal to (x) the annual total return amount, less (y) any loss carryforward, less (z) the amount needed to achieve an annual total return amount equal to 5.0% of the NAV per Fund Interest at the beginning of such year (the “Hurdle Amount”). The foregoing calculations are calculated on a per Fund Interest basis and multiplied by the weighted average Fund Interests outstanding during the year. In no event will the performance component of the advisory fee be less than zero. “Fund Interests” means the outstanding shares of the Company’s common stock and any Operating Partnership units (the “OP Units”) held by third parties. Accordingly, if the annual total return amount exceeds the Hurdle Amount plus the amount of any loss carryforward, then the Sponsor or the Advisor, as applicable, will earn a performance component equal to 100.0% of such excess, but limited to 12.5% of the annual total return amount that is in excess of the loss carryforward. The “annual total return amount” referred to above means all distributions paid or accrued per Fund Interest plus any change in NAV per Fund Interest since the end of the prior calendar year, adjusted to exclude the negative impact on annual total return resulting from the Company’s payment or obligation to pay, or distribute, as applicable, the performance component of the advisory fee as well as ongoing distribution fees (i.e., the Company’s ongoing class-specific fees). If the performance component is being calculated with respect to a year in which the Company completes a liquidity event, for purposes of determining the annual total return amount, the change in NAV per Fund Interest will be deemed to equal the difference between the NAV per Fund Interest as of the end of the prior calendar year and the value per Fund Interest determined in connection with such liquidity event, as described in the Advisory Agreement. The “loss carryforward” referred to above tracks any negative annual total return amounts from prior years and offsets the positive annual total return amount for purposes of the calculation of the performance component of the advisory fee. The loss carryforward was zero as of the effective date of the Advisory Agreement. The performance component of the advisory fee is calculated as the lesser of: (i) 12.5% of (a) the annual total return amount less (b) any loss carryforward; and (ii) the amount equal to (x) the annual total return amount, less (y) any loss carryforward, less (z) the amount needed to achieve an annual total return amount equal to 5% of the NAV per fund interest at the beginning of such year. Property Management and Leasing Fees. Property management fees may be paid to the Property Manager or its affiliates in an amount equal to a market based percentage of the annual gross revenues of each real property owned by the Company and managed by the Property Manager. Such fee is expected to range from 2.0% to 5.0% of annual gross revenues. In addition, the Company may pay the Property Manager or its affiliates a separate fee for initially leasing‑up the Company’s real properties, for leasing vacant space in the Company’s real properties and for renewing or extending current leases on the Company’s real properties. Such leasing fee will be in an amount that is usual and customary for comparable services rendered to similar assets in the geographic market of the asset (generally expected to range from 2.0% to 8.0% of the projected first year’s annual gross revenues of the property); provided, however, that the Company will only pay a leasing fee to the Property Manager or its affiliates if the Property Manager or its affiliates provide leasing services, directly or indirectly. No property management nor leasing fees had been incurred as of December 31, 2018 . Organization and Offering Expenses. The Advisor agreed to advance all of the Company’s organization and offering expenses on the Company’s behalf, excluding upfront selling commissions, dealer manager fees and distribution fees, through December 31, 2019. The Company will reimburse the Advisor for all such advanced expenses ratably over the 60 months following December 31, 2019. Beginning January 1, 2020, the Company will reimburse the Advisor for any organization and offering expenses that it pays on the Company’s behalf as and when paid. The Company’s total cumulative organization and offering expenses may not exceed 15.0% of the gross proceeds from the primary offering. As such, the Company does not consider organization and offering expenses above that amount to be currently payable, but such amounts may become payable in the future. Acquisition Expense Reimbursements. Pursuant to the Advisory Agreement, subject to certain limitations, the Company has agreed to reimburse the Advisor for all acquisition expenses incurred on the Company’s behalf in connection with the selection, acquisition, development or origination of its investments, whether or not such investments are acquired. As these expense reimbursements are not directly attributable to a specified property, they are expensed as incurred on the consolidated statements of operations. Until December 31, 2019, the Advisor will defer reimbursement of all or a portion of acquisition expenses incurred or paid on the Company’s behalf if, in a given month, the reimbursement of acquisition expenses to the Advisor would cause the NAV per share to be lower than the lesser of $10.00 or the NAV per share calculated for the prior month, which the Company refers to as a shortfall. If the reimbursement would result in a shortfall, then the Advisor will defer reimbursement of acquisition expenses in the amount necessary to prevent a shortfall for such month. The Advisor will be reimbursed for any such unreimbursed acquisition expenses ratably over the eighteen months following December 31, 2019. Fees from Other Services. The Company retains certain of the Advisor’s affiliates, from time to time, for services relating to the Company’s investments or its operations, which may include property management services, leasing services, corporate services, statutory services, transaction support services, construction and development management, and loan management and servicing, and within one or more such categories, providing services in respect of asset and/or investment administration, accounting, technology, tax preparation, finance, treasury, operational coordination, risk management, insurance placement, human resources, legal and compliance, valuation and reporting‑related services, as well as services related to mortgage servicing, group purchasing, healthcare, consulting/brokerage, capital markets/credit origination, property, title and/or other types of insurance, management consulting and other similar operational matters. Any fees paid to the Advisor’s affiliates for any such services will not reduce the advisory fees. Any such arrangements will be at market rates or reimbursement of costs. The table below summarizes the fees and expenses incurred by the Company for services provided by the Advisor and its affiliates, and by the Dealer Manager related to the services described above, and any related amounts payable: For the Year Ended December 31, Payable as of (in thousands) 2018 2017 2016 December 31, 2018 December 31, 2017 Expensed: Organization costs (1) $ — $ 78 $ 40 $ 78 $ 78 Advisory fee—fixed component 901 — — 200 — Advisory fee—performance component 723 — — 723 — Acquisition expense reimbursements 4,900 — — 3,500 — Other expense reimbursements (2) 1,195 185 1 299 59 Total $ 7,719 $ 263 $ 41 $ 4,800 $ 137 Additional Paid-In Capital: Selling commissions $ 4,372 $ 203 $ — $ — $ — Dealer manager fees 4,430 253 — — — Offering costs (1) 13,270 849 — 14,119 849 Distribution fees—current (3) 875 12 — 168 8 Distribution fees—trailing (3) 7,063 394 — 7,457 394 Total $ 30,010 $ 1,711 $ — $ 21,744 $ 1,251 (1) As of December 31, 2018 , the Advisor had incurred $14.4 million of offering costs and $0.1 million of organization costs on behalf of the Company. (2) Other expense reimbursements include certain expenses incurred in connection with the services provided to the Company under the Advisory Agreement. These reimbursements include a portion of compensation expenses of individual employees of the Advisor, including certain of the Company’s named executive officers, related to services for which the Advisor does not otherwise receive a separate fee. The Company reimbursed the Advisor approximately $0.9 million and $0.2 million for the years ended December 31, 2018 and 2017 , respectively, for such compensation expenses. There were no amounts reimbursed to the Advisor for the year ended December 31, 2016. The remaining amount of other expense reimbursements relate to other general overhead and administrative expenses including, but not limited to, allocated rent paid to both third parties and affiliates of the Advisor, equipment, utilities, insurance, travel and entertainment. (3) The distribution fees accrue daily and are payable monthly in arrears. The monthly amount of distribution fees payable is included in distributions payable on the consolidated balance sheets. Additionally, the Company accrues for estimated trailing amounts payable based on the shares outstanding as of the balance sheet date, which are included in distribution fees payable to affiliates on the consolidated balance sheets. All or a portion of the distribution fees are reallowed or advanced by the Dealer Manager to unaffiliated participating broker dealers and broker dealers servicing accounts of investors who own Class T shares and/or Class W shares. Transactions with Affiliates In November 2014, the Company sold 20,000 shares of Class A common stock to the Advisor at a price of $10.00 per share. Additionally, the Operating Partnership issued 20,000 OP Units to the Company in exchange for $200,000 . BCI IV Operating Partnership LP (the “Operating Partnership”) also issued 100 Special Units to the Sponsor for consideration of $1,000 . The Special Units are classified as noncontrolling interests. Expense Support Agreement On October 27, 2016, the Company entered into an Expense Support Agreement (the “Expense Support Agreement”) with the Operating Partnership and the Advisor. See the Company’s 2016 Form 10-K for a description of the Expense Support Agreement in effect for the six months ended June 30, 2017. Effective July 1, 2017, the Expense Support Agreement was amended and restated. Pursuant to the amended and restated Expense Support Agreement, effective for each quarter commencing October 1, 2016 and ending June 30, 2020, the Advisor has agreed to defer payment of all or a portion of the fixed component of the advisory fee otherwise payable to it pursuant to the Advisory Agreement, if the sum of (i) funds from operations (“FFO”) as disclosed in the Company’s quarterly and annual reports, (ii) the Company’s acquisition expenses and (iii) the performance component of the advisory fee for a particular quarter (collectively, the “Expense Support Threshold”) is less than the aggregate gross cash distributions declared for such quarter, assuming all such cash distributions had been declared at the aggregate distribution rate for Class I shares authorized by the Company’s board of directors for such quarter (“Baseline Distributions”). The amount of the fixed component of the advisory fee that will be deferred for a particular quarter, if any, will equal the lesser of (i) the difference between the Expense Support Threshold and Baseline Distributions for such quarter and (ii) the entire fixed component of the advisory fee payable to the Advisor pursuant to the Advisory Agreement for such quarter. In addition, if in a given calendar quarter, the Expense Support Threshold is less than Baseline Distributions for such quarter, and the deferred fixed component of the advisory fee is not sufficient to satisfy the shortfall for such quarter, or a “Deficiency,” the Advisor will be required to fund certain of the Company’s or the Operating Partnership’s expenses in an amount equal to such Deficiency. In no event will the aggregate of the deferred fixed component of the advisory fee and the Deficiency support payments exceed $15.0 million (the “Maximum Amount”). Subject to certain conditions, the Advisor is entitled to reimbursement from the Company for any fixed component of the advisory fee that is deferred and any Deficiency support payments that the Advisor makes pursuant to the Expense Support Agreement; provided, that, the Company will not be obligated to reimburse the Advisor for any amount not reimbursed by the Company to the Advisor within three years after the quarter in which such reimbursable amount originated. For any quarter in which the Expense Support Threshold exceeds Baseline Distributions for that quarter, the Expense Support Agreement requires that the Company reimburse the Advisor in an amount equal to the lesser of (i) the difference between the Expense Support Threshold and Baseline Distributions and (ii) the sum of all outstanding reimbursable amounts, including any Deficiency support payments. Further, in the event that the Company terminates the Advisory Agreement without cause and not in connection with a liquidity event, any reimbursable amounts that have not expired or been repaid pursuant to the terms of the Expense Support Agreement will become immediately due and payable to the Advisor. The Company’s obligation to reimburse the Advisor will be non-interest bearing. During the term of the Expense Support Agreement, the Company may be able to use cash flow from operations to pay distributions to its stockholders that would otherwise be used to pay the fixed component of the advisory fee or expenses. Although the Expense Support Agreement has an effective term through June 30, 2020, the Expense Support Agreement may be terminated prior thereto without cause or penalty by a majority of the Company’s independent directors upon 30 days’ prior written notice to the Advisor. In addition, the Advisor’s obligations under the Expense Support Agreement will immediately terminate upon the earlier to occur of (i) the termination or non-renewal of the Advisory Agreement, (ii) the Company’s delivery of notice to the Advisor of its intention to terminate or not renew the Advisory Agreement, (iii) the Company’s completion of a liquidity event or (iv) the time the Advisor has deferred, waived or paid the Maximum Amount. Further, the Advisor may elect to immediately terminate its obligations under the Expense Support Agreement if the Company modifies the calculation of FFO. Except with respect to the early termination events described above, any obligation of the Advisor to make payments under the Expense Support Agreement with respect to the calendar quarter ending June 30, 2020 will remain operative and in full force and effect through the end of such quarter. When the Expense Support Agreement terminates, the Advisor will not have an obligation to defer fees or support expenses in order to support the Company’s cash distributions. Notwithstanding the foregoing, amounts deferred or reimbursed pursuant to the Expense Support Agreement shall survive any termination or expiration and remain subject to the reimbursement terms described above without modification. On January 1, 2019, the Company amended and restated the Expense Support Agreement. Refer to “Note 15” for further detail. The table below provides information regarding the fees deferred and expense support provided by the Advisor, pursuant to the Expense Support Agreement. As of December 31, 2018 , the aggregate amount paid by the Advisor pursuant to the Expense Support Agreement was $7.5 million . No amounts have been reimbursed to the Advisor by the Company. For the Year Ended December 31, (in thousands) 2018 2017 2016 Fees deferred $ 901 $ — $ — Other expenses supported 4,682 1,735 150 Total expense support from Advisor (1) $ 5,583 $ 1,735 $ 150 (1) As of December 31, 2018 and 2017 , $0.7 million and $0.2 million , respectively, of expense support was payable to the Company by the Advisor and is included in due from affiliates on the consolidated balance sheets. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | 11. SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information and disclosure of non-cash investing and financing activities is as follows: For the Year Ended December 31, (in thousands) 2018 2017 2016 Interest paid $ 1,521 $ 84 $ 13 Distributions payable 920 56 11 Distribution fees payable to affiliates 7,457 394 — Distributions reinvested in common stock 1,959 53 — Accrued offering and organization costs due to the Advisor 14,197 927 — Accrued acquisition expense reimbursements due to the Advisor 3,500 — — Non-cash capital expenditures 55 — — Non-cash selling commissions and dealer manager fees 8,802 203 — 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. See “ Note 6 ” for further information on the notes, and “ Note 8 ” for further information on the private offering. The following table presents the components of the beginning of period and end of period cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the totals shown in the consolidated statements of cash flows: For the Year Ended December 31, (in thousands) 2018 2017 2016 Beginning of period: Cash and cash equivalents $ 10,565 $ 1,640 $ 201 Restricted cash 481 481 — Cash, cash equivalents and restricted cash $ 11,046 $ 2,121 $ 201 End of period: Cash and cash equivalents $ 19,016 $ 10,565 $ 1,640 Restricted cash 5 481 481 Cash, cash equivalents and restricted cash $ 19,021 $ 11,046 $ 2,121 |
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS | 12 Months Ended |
Dec. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTERESTS | 12. NONCONTROLLING INTERESTS Special Units In November 2014, the Operating Partnership issued 100 Special Units to the parent of the Advisor for consideration of $1,000 . The holder of the Special Units does not participate in the profits and losses of the Operating Partnership. The Sponsor in its capacity as holder of the Special Units will be paid a performance based amount in the form of an allocation and distribution. Refer to “ Note 10 ” for details regarding the performance component of the advisory fee. This amount will be paid to the Sponsor, so long as the Advisory Agreement has not been terminated, as a performance participation interest with respect to the Special Units or, at the election of the Sponsor, will be paid instead to the Advisor in the form of an allocation and distribution, as described in the Advisory Agreement. The limited partner interests not owned by the Company are presented as noncontrolling interests in the consolidated financial statements. The noncontrolling interests are reported on the consolidated balance sheets within permanent equity, separate from stockholders’ equity. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES The Company and the Operating Partnership are not presently involved in any material litigation nor, to the Company’s knowledge, is any material litigation threatened against the Company. Environmental Matters A majority of the properties the Company acquires have been or will be subject to environmental reviews either by the Company or the previous owners. In addition, the Company may incur environmental remediation costs associated with certain land parcels it may acquire in connection with the development of land. The Company has or may acquire certain properties in urban and industrial areas that may have been leased to or previously owned by commercial and industrial companies that discharged hazardous material. The Company may purchase various environmental insurance policies to mitigate its exposure to environmental liabilities. The Company is not aware of any environmental liabilities that it believes would have a material adverse effect on its business, financial condition, or results of operations as of December 31, 2018 . |
SELECTED QUARTERLY FINANCIAL DA
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | 14. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) Selected quarterly financial data is as follows: For the Quarter Ended (in thousands, except per share data) March 31 June 30 September 30 December 31 2018 Total revenues $ 93 $ 790 $ 2,429 $ 3,208 Total operating expenses $ (1,375 ) $ (2,905 ) $ (4,419 ) $ (5,377 ) Total other expenses $ (183 ) $ (324 ) $ (894 ) $ (849 ) Expense support from the Advisor $ 1,062 $ 1,400 $ 1,354 $ 1,767 Net loss $ (403 ) $ (1,039 ) $ (1,530 ) $ (1,251 ) Net loss attributable to common stockholders $ (403 ) $ (1,039 ) $ (1,530 ) $ (1,251 ) Net loss per common share - basic and diluted (1) $ (0.14 ) $ (0.17 ) $ (0.15 ) $ (0.08 ) Weighted-average shares outstanding 2,961 6,248 10,491 16,562 2017 Total revenues $ — $ — $ — $ — Total operating expenses $ (252 ) $ (306 ) $ (377 ) $ (288 ) Total other expenses $ (33 ) $ (34 ) $ (56 ) $ (186 ) Expense support from the Advisor $ 318 $ 373 $ 469 $ 575 Net income $ 33 $ 33 $ 36 $ 101 Net income attributable to common stockholders $ 33 $ 33 $ 36 $ 101 Net income per common share - basic and diluted (1) $ 0.13 $ 0.13 $ 0.14 $ 0.14 Weighted-average shares outstanding 256 258 260 745 (1) Quarterly net loss per common share amounts do not total the annual net loss per common share amount due to changes in the number of weighted-average shares outstanding calculated on a quarterly and annual basis and included in the net loss per share calculation. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS Status of the Public and Private Offering A summary of the Company’s initial public offering (including shares sold through the primary offering and the Company’s distribution reinvestment plan (“DRIP”)) and its private offering, as of February 28, 2019 is as follows: (in thousands) Class T Class W Class I Notes to Total Amount of gross proceeds raised: Primary offering $ 261,319 $ 4,742 $ 4,381 $ — $ 270,442 DRIP 2,832 14 123 — 2,969 Private offering (2) 62 — 62 376 500 Total offering $ 264,213 $ 4,756 $ 4,566 $ 376 $ 273,911 Number of shares issued: Primary offering 24,890 472 458 — 25,820 DRIP 282 1 12 — 295 Private offering (2) 7 — 7 — 14 Stock dividends — 6 3 — 9 Total offering 25,179 479 480 — 26,138 (1) Amount relates to promissory notes issued to stockholders in the private offering. See “ Note 6 ” for additional details. (2) The private offering closed on December 1, 2016. As of February 28, 2019 , approximately $1.7 billion in shares of the Company’s common stock remained available for sale pursuant to the Company’s initial public offering in any combination of Class T shares, Class W shares or Class I shares, including approximately $497.0 million in shares of common stock available for sale through the Company’s distribution reinvestment plan, which may be reallocated for sale in the primary offering. Completed Acquisitions Airport Industrial Center . On January 8, 2019, the Company acquired one industrial building located in the Southern California market (the “ Airport Industrial Center ”). The total purchase price was $8.1 million , exclusive of transfer taxes, due diligence expenses, acquisition costs and other closing costs. Kelly Trade Center . On January 31, 2019, the Company acquired one industrial building located in the Austin market (the “Kelly Trade Center”). The total purchase price was $15.3 million , exclusive of transfer taxes, due diligence expenses, acquisition costs and other closing costs. 7A Distribution Center . On February 11, 2019, the Company acquired one industrial building located in the New Jersey market (the “7A Distribution Center”). The total purchase price was $12.1 million , exclusive of transfer taxes, due diligence expenses, acquisition costs and other closing costs. Acquisitions Under Contract As of February 28, 2019 , the Company had entered into a contract to acquire a property with a contract purchase price of approximately $8.5 million , comprised of one industrial building. Amended and Restated Credit Facility Agreement On February 21, 2019 , the Company amended and restated its then existing $200.0 million credit facility by amending it to provide for a $200.0 million line of credit facility and a $200.0 million term loan facility. The Company has the ability to increase the size of the aggregate commitment under the credit facility agreement up to $600.0 million , subject certain conditions. The line of credit matures in September 2020 and may be extended pursuant to two one -year extension options, subject to certain conditions. The term loan matures in February 2024. Borrowings under the credit facility agreement will be charged interest based on either: (i) LIBOR plus a margin ranging from 1.60% to 2.50% with respect to the line of credit and 1.25% to 2.05% with respect to the term loan; or (ii) an alternative base rate plus a margin ranging from 0.60% to 1.50% with respect to the line of credit and 0.25% to 1.05% with respect to the term loan, each depending on the Company’s consolidated leverage ratio. Customary fall-back provisions apply if LIBOR is unavailable. Borrowings under the line of credit and term loan are 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 February 21, 2019, the Company had $90.0 million outstanding under the term loan and $17.0 million outstanding under the line of credit. Amended and Restated Expense Support Agreement On January 1, 2019, the Company, the Advisor and the Operating Partnership entered into the Second Amended and Restated Expense Support Agreement (the “Amended and Restated Expense Support Agreement”). The Amended and Restated Expense Support Agreement amended certain terms of the Expense Support Agreement that had been in effect since July 1, 2017. The Amended and Restated Expense Support Agreement revised the definition of “Expense Support Threshold” to mean, effective for each quarter commencing January 1, 2019 and ending June 30, 2020: the sum of (i) funds from operations (“FFO”), before taking into consideration any of the amounts paid to or by the Advisor pursuant to the Amended and Restated Expense Support Agreement, as disclosed in the Company’s quarterly and annual reports; (ii) the Company’s accrued acquisition expenses (net of any acquisition expenses paid by the Company or on its behalf); (iii) the performance component of the advisory fee; (iv) any adjustment that has been made in calculating the Company’s FFO based on straight-line rent and amortization of above/below market leases; (v) organization and offering expenses reimbursed by the Company to the Advisor; and (vi) the fair market value gain amount. In addition, the Amended and Restated Expense Support Agreement provides that, for purposes of calculating the Expense Support Threshold, the “fair market value gain amount” is an amount equal to up to the total net realized and unrealized fair market value gain on the Company’s real property investments, derivative instruments, and debt for a quarter. The Advisor, in its reasonable discretion, will determine the amount of such gain to be included in the calculation of the Expense Support Threshold each quarter; provided, that, in no event will the Advisor determine to include an amount of such gain that causes the Company’s NAV per share, as calculated in accordance with its valuation procedures for such quarter, to decrease below the lesser of (i) $10.00 per share and (ii) the Company’s most recently disclosed NAV per share. The Amended and Restated Expense Support Agreement further provides that, for purposes of calculating the Expense Support Threshold, the amounts in each of subsections (ii), (iii), (iv), and (v) of the definition will be a positive number if it was a deduction in calculating the Company’s FFO for such quarter, and conversely will be a negative number if it was an addition in calculating its FFO for such quarter. For example, if straight-line rent and amortization of above/below-market leases was an addition in calculating the Company’s FFO, then it would be a negative number in calculating the Expense Support Threshold. The fair market value gain amount and NAV will not be subject to audit by our independent registered accounting firm. The Amended and Restated Expense Support Agreement also extends the period during which the Advisor would be entitled to reimbursement from the Company for any fixed component of the advisory fee that is deferred and any Deficiency support payments that the Advisor makes pursuant to the Amended and Restated Expense Support Agreement. Under the amended and restated version of the agreement, other than under certain circumstances in connection with a Liquidity Event (described below), the Company will not be obligated to reimburse the Advisor for any amount not reimbursed by the Company to the Advisor within four years after the quarter in which such reimbursable amount originated. The Amended and Restated Expense Support Agreement also provides the Advisor with a right to reimbursement from the Company, in connection with the Company’s completion of a Liquidity Event, for any fixed component of the advisory fee that is deferred and any Deficiency support payments that the Advisor makes. This right to reimbursement is not subject to the four -year limitation described above. The Company will reimburse the Advisor for any outstanding reimbursable amounts that have not been repaid, including amounts that have not been reimbursed by the Company within four years after the quarter in which such reimbursable amount originated (the “Outstanding Reimbursable Amounts”); provided that the Company will reimburse the Advisor in these circumstances only if the “Annual Total Return Amount” exceeds the “Total Return Hurdle” (each as described below); and provided further that the amount of the reimbursement shall equal the lesser of (i) the sum of all Outstanding Reimbursable Amounts, or (ii) the maximum amount permitted to be reimbursed without causing the Annual Total Return Amount to be less than the Total Return Hurdle. For purposes of the Expense Support Agreement, “Annual Total Return Amount” means (i) a cumulative, non-compounded pre-tax rate of return equal to (a) the sum of (x) the cumulative gross distributions per share declared by the Company since the date on which it first issued shares to third-party retail investors in its public offering (the “Inception Date”), and (y) the “Ending NAV,” less $10.00 (the deemed NAV on the Inception Date), (b) divided by $10.00 , (ii) divided by the number of years, including fractional years, between the Inception Date and the Liquidity Event. “Ending NAV” means the NAV per share determined in connection with a Liquidity Event. In connection with a listing, the Ending NAV will be an amount equal to the per share market value of the listed shares based upon the average closing price or, if the average closing price is not available, the average of the bid and asked prices, for the 30 -day period beginning 90 days after such listing. Upon a Liquidity Event other than a listing, the Ending NAV shall be an amount equal to the per share consideration received by stockholders in connection with such Liquidity Event. For purposes of the Amended and Restated Expense Support Agreement, “Total Return Hurdle” means a non-compounded, pre-tax annual rate of return equal to 5% . If Outstanding Reimbursable Amounts are payable to the Advisor, the Company will pay them prior to any payment of any other distribution to any other party in connection with a Liquidity Event. |
SCHEDULE III-REAL ESTATE AND AC
SCHEDULE III-REAL ESTATE AND ACCUMULATED DEPRECIATION | 12 Months Ended |
Dec. 31, 2018 | |
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
SCHEDULE III-REAL ESTATE AND ACCUMULATED DEPRECIATION | BLACK CREEK INDUSTRIAL REIT IV INC. SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION # of Buildings Debt Initial Cost to Company Costs Capitalized or Adjustments Subsequent to Acquisition Gross Amount Carried as of Accumulated Depreciation and Amortization (3) Acquisition Date Depreciable ($ in thousands) Land Buildings and Improvements (1) Total Costs Land Buildings and Improvements (1) Total Costs (3) Consolidated Industrial Properties: Ontario Industrial Center in Ontario, CA 1 $ — $ 5,225 $ 5,370 $ 10,595 $ 35 $ 5,225 $ 5,405 $ 10,630 $ (449 ) 2/26/2018 1-20 Medley Industrial Center in Medley, FL 1 — 2,864 4,559 7,423 26 2,864 4,585 7,449 (171 ) 4/11/2018 1-30 Ontario Distribution Center in Ontario, CA 1 — 14,657 16,101 30,758 35 14,657 16,136 30,793 (738 ) 5/17/2018 1-20 Park 429 Logistics Center in Ocoee, FL 2 — 7,963 36,919 44,882 181 7,963 37,100 45,063 (694 ) 6/7/2018 1-40 Pescadero Distribution Center in Tracy, CA 1 — 5,602 40,021 45,623 59 5,602 40,080 45,682 (857 ) 6/20/2018 1-40 Gothard Industrial Center in Huntington Beach, CA 1 — 5,325 4,771 10,096 45 5,325 4,816 10,141 (164 ) 6/25/2018 1-20 Midway Industrial Center in Odenton, MD 1 — 4,579 3,548 8,127 39 4,579 3,587 8,166 (96 ) 10/22/2018 1-20 Executive Airport Distribution Center in Henderson, NV 1 — 10,360 40,710 51,070 190 10,360 40,900 51,260 (238 ) 11/20/2018 1-40 Iron Run Distribution Center in Allentown, PA 1 — 5,483 10,039 15,522 24 5,483 10,063 15,546 (28 ) 12/04/2018 1-20 Elgin Distribution Center in Elgin, IL 1 — 4,032 16,951 20,983 37 4,032 16,988 21,020 (16 ) 12/11/2018 1-40 Addison Distribution Center II in Addison, IL 1 — 4,439 8,009 12,448 7 4,439 8,016 12,455 (22 ) 12/21/2018 1-30 Fontana Distribution Center in Fontana, CA 1 — 20,558 21,943 42,501 7 20,558 21,950 42,508 (83 ) 12/28/2018 1-20 Total 13 $ — $ 91,087 $ 208,941 $ 300,028 $ 685 $ 91,087 $ 209,626 $ 300,713 $ (3,556 ) (1) Includes gross intangible lease assets of $24.5 million and gross intangible lease liabilities of $4.0 million . (2) As of December 31, 2018 , the aggregate cost for federal income tax purposes of investments in property was $191.0 million (unaudited). (3) A summary of activity for investment in real estate properties is as follows: (in thousands) 2018 2017 Investment in real estate properties: Balance at beginning of period $ — $ — Acquisition of properties 300,028 — Improvements 685 — Balance at end of period $ 300,713 $ — Accumulated depreciation and amortization: Balance at beginning of period $ — $ — Additions charged to costs and expenses (3,556 ) — Balance at end of period $ (3,556 ) $ — |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with GAAP. |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of Black Creek Industrial REIT IV Inc., the Operating Partnership, and its wholly-owned subsidiaries, as well as amounts related to noncontrolling interests. See “Noncontrolling Interests” below for further detail concerning the accounting policies regarding noncontrolling interests. All material intercompany accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they are determined to be necessary. |
Reclassifications | Reclassifications Certain items in the Company’s consolidated balance sheet for 2017 have been reclassified to conform to the 2018 presentation. Future estimated distribution fees payable have been reclassified from due to affiliates and are presented separately in the consolidated balance sheets. Certain items in the Company’s consolidated statements of operations for 2017 and 2016 have been reclassified to conform to the 2018 presentation. Other expense reimbursements have been reclassified from general and administrative expenses and are presented separately in the consolidated statements of operations. |
Investment in Real Estate Properties | Investment in Real Estate Properties The Company first determines whether an acquisition constitutes a business or asset acquisition. Upon either a business or asset acquisition, the purchase price of a property is allocated to land, building, and intangible lease assets and liabilities based on their relative fair value. The allocation of the purchase price to building is based on management’s estimate of the property’s “as-if” vacant fair value. The “as-if” vacant fair value is determined by using all available information such as the replacement cost of such asset, appraisals, property condition reports, market data and other related information. The allocation of the purchase price to intangible lease assets represents the value associated with the in-place leases, which may include lost rent, leasing commissions, tenant improvements, legal and other related costs. The allocation of the purchase price to above-market lease assets and below-market lease liabilities results from in-place leases being above or below management’s estimate of fair market rental rates at the acquisition date and are measured over a period equal to the remaining term of the lease for above-market leases and the remaining term of the lease, plus the term of any below-market fixed-rate renewal option periods, if applicable, for below-market leases. Intangible lease assets, above-market lease assets, and below-market lease liabilities are collectively referred to as “intangible lease assets and liabilities.” If any debt is assumed in an acquisition, the difference between the fair value and the face value of debt is recorded as a premium or discount and amortized to interest expense over the life of the debt assumed. No debt was assumed in connection with any of the properties acquired during 2018. Transaction costs associated with the acquisition of a property are capitalized as incurred in an asset acquisition and are allocated to land, building, and intangible lease assets on a relative fair value basis. Properties that are probable to be sold are to be designated as “held for sale” on the balance sheet when certain criteria are met. The results of operations for acquired properties are included in the consolidated statements of operations from their respective acquisition dates. Intangible lease assets are amortized to real estate-related depreciation and amortization over the remaining lease term. Above-market lease assets are amortized as a reduction in rental revenues over the remaining lease term and below-market lease liabilities are amortized as an increase in rental revenues over the remaining lease term, plus any applicable fixed-rate renewal option periods. The Company expenses any unamortized intangible lease asset or records an adjustment to rental revenue for any unamortized above-market lease asset or below-market lease liability when a customer terminates a lease before the stated lease expiration date. Land, building, building and land improvements, tenant improvements, lease commissions, and intangible lease assets and liabilities, which are collectively referred to as “real estate assets,” are stated at historical cost less accumulated depreciation and amortization. Costs associated with the development and improvement of the Company’s real estate assets are capitalized as incurred. These costs include capitalized interest and development acquisition fees. Other than the transaction costs associated with the acquisition of a property described above, the Company does not capitalize any other costs, such as taxes, salaries or other general and administrative expenses. Costs incurred in making repairs and maintaining real estate assets are expensed as incurred. Real estate-related depreciation and amortization are computed on a straight-line basis over the estimated useful lives as described in the following table: 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 Real estate assets that are determined to be held and used will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and the Company will evaluate the recoverability of such real estate assets based on estimated future cash flows and the estimated liquidation value of such real estate assets, and provide for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the real estate asset. If impaired, the real estate asset will be written down to its estimated fair value. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less. |
Straight-line Rent and Tenant Receivables | Straight-line Rent and Tenant Receivables Straight-line rent and tenant receivables include all straight-line rent and accounts receivable, net of allowances. The Company maintains an allowance for estimated losses that may result from the inability of certain of its customers to make required payments. If a customer fails to make contractual payments beyond any allowance, the Company may recognize additional bad debt expense in future periods equal to the net outstanding balances. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs include fees and costs incurred to obtain long-term financing. These fees and costs are amortized to interest expense over the terms of the related credit facilities. Unamortized debt issuance costs are written off if debt is retired before its maturity date. Debt issuance costs related to the line of credit include up-front fees and costs incurred in order to close on the commitments for the line of credit. As such, these costs are recorded as an asset on the consolidated balance sheets. Debt issuance costs related to the notes payable to certain stockholders are recorded as a direct deduction from the principal amount of that liability. |
Distribution Fees | Distribution Fees Distribution fees are paid monthly. Distribution fees are accrued upon the issuance of Class T shares and Class W shares in the primary portion of the Company’s initial public offering. The Company accrues for: (i) the monthly amount payable as of the balance sheet date, and (ii) the estimated amount of distribution fees to be paid in future periods based on the Class T shares and Class W shares outstanding as of the balance sheet date. The accrued distribution fees are reflected in additional paid-in capital in stockholders’ equity. See “ Note 10 ” for additional information regarding when distribution fees become payable. |
Noncontrolling Interests | Noncontrolling Interests Due to the Company’s control of the Operating Partnership through its sole general partner interest and its limited partner interest, the Company consolidates the Operating Partnership. The limited partner interests not owned by the Company are presented as noncontrolling interests in the consolidated financial statements. The noncontrolling interests are reported on the consolidated balance sheets within permanent equity, separate from stockholders’ equity. As the limited partner interests do not participate in the profits and losses of the Operating Partnership, there is no net income or loss attributable to the noncontrolling interests on the consolidated statements of operations. See “ Note 12 ” for additional information. |
Revenue Recognition | Revenue Recognition The Company records rental revenue on a straight-line basis over the full lease term. Certain properties have leases that offer the tenant a period of time where no rent is due or where rent payments change during the term of the lease. Accordingly, the Company records receivables from tenants for rent that the Company expects to collect over the remaining lease term rather than currently, which are recorded as a straight-line rent receivable. When the Company acquires a property, the term of each existing lease is considered to commence as of the acquisition date for purposes of this calculation. Tenant reimbursement revenue includes payments and amounts due from tenants pursuant to their leases for real estate taxes, insurance and other recoverable property operating expenses and is recognized as rental revenue in the period the applicable expenses are incurred. For the year ended December 31, 2018 , tenant reimbursement revenue recognized in rental revenues was approximately $1.0 million . There was no tenant reimbursement revenue for the years ended December 31, 2017 nor 2016. In connection with property acquisitions, the Company may acquire leases with rental rates above or below estimated market rental rates. Above-market lease assets are amortized as a reduction to rental revenue over the remaining lease term, and below-market lease liabilities are amortized as an increase to rental revenue over the remaining lease term, plus any applicable fixed-rate renewal option periods. The Company expenses any unamortized intangible lease asset or records an adjustment to rental revenue for any unamortized above-market lease asset or below-market lease liability by reassessing the estimated remaining useful life of such intangible lease asset or liability when it becomes probable a customer will terminate a lease before the stated lease expiration date. Upon the disposition of an asset, the Company will evaluate the transaction to determine if control of the asset, as well as other specified criteria, has been transferred to the buyer to determine proper timing of recognizing gains or losses. |
Organization and Offering Expenses | Organization and Offering Expenses Organization costs are expensed as incurred and offering expenses associated with the Company’s public offerings are recorded as a reduction of gross offering proceeds in additional paid-in capital. See “ Note 10 ” for additional information regarding when organization and offering expenses become reimbursable. |
Income Taxes | Income Taxes The Company currently operates as a REIT under the Internal Revenue Code of 1986, as amended, for federal income tax purposes, and elected to be treated as such beginning with its taxable year ended December 31, 2017. As a REIT, the Company generally is not subject to federal income taxes on net income it distributes to stockholders. The Company intends to make timely distributions sufficient to satisfy the annual distribution requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax on its taxable income at regular corporate tax rates. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income and property and federal income and excise taxes on its undistributed income. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share The Company computes net income (loss) per common share by dividing net income (loss) by the weighted-average number of common shares outstanding during the period for each class. There are no class specific expenses and each class of common stock shares equally in the profits and losses of the Company. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. At times, balances with any one financial institution may exceed the Federal Deposit Insurance Corporation insurance limits. The Company believes it mitigates this risk by investing its cash with high-credit quality financial institutions. |
Fair Value Measurements | Fair Value Measurements Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. Fair value measurements are categorized into one of three levels of the fair value hierarchy based on the lowest level of significant input used. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Considerable judgment and a high degree of subjectivity are involved in developing these estimates. These estimates may differ from the actual amounts that the Company could realize upon settlement. The fair value hierarchy is as follows: Level 1—Quoted (unadjusted) prices in active markets for identical assets or liabilities. Level 2—Other observable inputs, either directly or indirectly, other than quoted prices included in Level 1, including: • 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. Level 3—Unobservable inputs that cannot be corroborated by observable market data. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU No. 2016-02, “Leases (Subtopic 842)” (“ASU 2016-02”), which provides guidance for greater transparency in financial reporting by organizations that lease assets such as real estate, airplanes and manufacturing equipment by requiring such organizations to recognize lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The accounting for lessors will remain largely unchanged from current GAAP; however, the standard requires that lessors expense, on an as-incurred basis, certain initial direct costs that are not incremental in negotiating a lease. Under existing standards, certain of these costs are capitalizable and therefore this new standard will result in certain of these costs being expensed as incurred after adoption. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted. The Company adopted the standard when it became effective for the Company, as of the reporting period beginning January 1, 2019, and the Company elected the practical expedients available for implementation under the standard. Under the practical expedients election, the Company would not be required to reassess: (i) whether an expired or existing contract meets the definition of a lease; (ii) the lease classification at the adoption date for expired or existing leases; and (iii) whether costs previously capitalized as initial direct costs would continue to be amortized. The standard also will require new disclosures within the notes accompanying the consolidated financial statements. Additionally, in January 2018, the FASB issued ASU No. 2018-01, “Leases (Subtopic 842): Land Easement Practical Expedient for Transition to Topic 842” (“ASU 2018-01”), which updates ASU 2016-02 to include land easements under the updated guidance, including the option to elect the practical expedient discussed above. The Company also adopted ASU 2018-01 when it became effective for the Company, as of the reporting period beginning January 1, 2019, and the Company elected the practical expedients available for implementation under the standard. In addition, in December 2018, the FASB issued ASU No. 2018-20, “Narrow—Scope Improvements for Lessors” (“ASU 2018-20”), which updates 2016-02 by providing the option to elect a practical expedient for lessors to exclude sales and other similar taxes from the transaction price of the contract, requires lessors to exclude from revenue and expense lessor costs paid directly to a third party by lessees, and clarifies lessors’ accounting for variable payments related to both lease and nonlease components. The Company adopted ASU 2018-20 when it became effective for the Company, as of the reporting period beginning January 1, 2019, and the Company elected the practical expedients available for implementation under the standard. The adoption of these standards did not have a material effect on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment | Real estate-related depreciation and amortization are computed on a straight-line basis over the estimated useful lives as described in the following table: 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 |
REAL ESTATE ACQUISITIONS (Table
REAL ESTATE ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Allocation of Purchase Price of Acquisitions | During the year ended December 31, 2018 , the Company allocated the purchase price of its acquisitions to land, building, and intangible lease assets and liabilities as follows: For the Year Ended December 31, (in thousands) 2018 2017 Land $ 91,087 $ — Building 188,638 — Intangible lease assets 24,098 — Above-market lease assets 247 — Below-market lease liabilities (4,042 ) — Total purchase price (1) $ 300,028 $ — (1) Total purchase price is equal to the total consideration paid. |
Schedule of Business Acquisitions, by Acquisition | The Company acquired 100% of the following properties, all of which determined to be asset acquisitions, during the year ended December 31, 2018 : ($ in thousands) Acquisition Date Number of Buildings Total Purchase Price (1) 2018 Acquisitions: Ontario Industrial Center 2/26/2018 1 $ 10,595 Medley Industrial Center 4/11/2018 1 7,423 Ontario Distribution Center 5/17/2018 1 30,758 Park 429 Logistics Center 6/7/2018 2 44,882 Pescadero Distribution Center 6/20/2018 1 45,623 Gothard Industrial Center 6/25/2018 1 10,096 Midway Industrial Center 10/22/2018 1 8,127 Executive Airport Distribution Center 11/20/2018 1 51,070 Iron Run Distribution Center 12/4/2018 1 15,522 Elgin Distribution Center 12/11/2018 1 20,983 Addison Distribution Center II 12/21/2018 1 12,448 Fontana Distribution Center 12/28/2018 1 42,501 Total 2018 Acquisitions 13 $ 300,028 (1) Total purchase price is equal to the total consideration paid. |
INVESTMENT IN REAL ESTATE (Tabl
INVESTMENT IN REAL ESTATE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Real Estate [Abstract] | |
Schedule of Real Estate Properties | As of December 31, 2017 , the Company did not own any properties. As of December 31, (in thousands) 2018 2017 Land $ 91,087 $ — Building and improvements 188,872 — Intangible lease assets 24,492 — Construction in progress 476 — Investment in real estate properties 304,927 — Less accumulated depreciation and amortization (3,556 ) — Net investment in real estate properties $ 301,371 $ — |
Intangible Lease Assets And Liabilities | Intangible lease assets and liabilities as of December 31, 2018 and 2017 included the following: As of December 31, 2018 As of December 31, 2017 (in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Intangible lease assets (1) $ 24,245 $ (1,450 ) $ 22,795 $ — $ — $ — Above-market lease assets (1) 247 (15 ) 232 — — — Below-market lease liabilities (2) (4,042 ) 582 (3,460 ) — — — (1) Included in net investment in real estate properties on the consolidated balance sheets. (2) Included in other liabilities on the consolidated balance sheets. |
Estimated Net Amortization of Intangible Lease Assets and Liabilities | The following table details the estimated net amortization of such intangible lease assets and liabilities, as of December 31, 2018 , for the next five years and thereafter: Estimated Net Amortization (in thousands) Intangible Above-Market Below-Market 2019 $ 4,851 $ 68 $ (971 ) 2020 4,679 68 (823 ) 2021 4,264 54 (700 ) 2022 3,256 25 (496 ) 2023 2,594 17 (282 ) Thereafter 3,151 — (188 ) Total $ 22,795 $ 232 $ (3,460 ) |
Future Minimum Rents | Future Minimum Rent Future minimum base rental payments, which equal the cash basis of monthly contractual rent, owed to the Company from its customers under the terms of non-cancelable operating leases in effect as of December 31, 2018 , excluding rental revenues from the potential renewal or replacement of existing leases and from future tenant reimbursement revenue, were as follows for the next five years and thereafter: (in thousands) Future Minimum Base 2019 $ 14,354 2020 14,877 2021 14,567 2022 12,756 2023 10,834 Thereafter 21,378 Total $ 88,766 |
Rental Revenue And Depreciation And Amortization Expense | The following table summarizes straight-line rent adjustments, amortization recognized as an increase (decrease) to rental revenues from above-and below-market lease assets and liabilities, and real estate-related depreciation and amortization expense: For the Year Ended December 31, (in thousands) 2018 2017 2016 Increase (Decrease) to Rental Revenue: Straight-line rent adjustments $ 1,106 $ — $ — Above-market lease amortization (15 ) — — Below-market lease amortization 582 — — Real Estate-Related Depreciation and Amortization: Depreciation expense $ 2,091 $ — $ — Intangible lease asset amortization 1,450 — — |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair value of notes payable | The carrying values and fair values of these financial instruments were as follows: December 31, 2018 December 31, 2017 (in thousands) Carrying Fair Carrying Fair Line of credit $ 119,000 $ 119,000 $ — $ — Notes payable to stockholders 376 376 376 376 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Class of Stock [Line Items] | |
Summary of Public and Private Offerings | A summary of the Company’s initial public offering (including shares sold through the primary offering and the Company’s distribution reinvestment plan (“DRIP”)) and its private offering, as of December 31, 2018 , is as follows: (in thousands) Class T Class W Class I Notes to Total Amount of gross proceeds raised: Primary offering $ 205,732 $ 1,541 $ 2,975 $ — $ 210,248 DRIP 1,900 6 106 — 2,012 Private offering 62 — 62 376 500 Total offering $ 207,694 $ 1,547 $ 3,143 $ 376 $ 212,760 Number of shares issued: Primary offering 19,611 154 318 — 20,083 DRIP 190 1 11 — 202 Private offering 7 — 7 — 14 Stock dividends — 6 3 — 9 Total offering 19,808 161 339 — 20,308 |
Summary of Changes in Shares Outstanding and Aggregate Par Value of Outstanding Shares for Each Class of Common Stock | The following table summarizes the changes in the shares outstanding for each class of common stock for the periods presented below: (in thousands) Class T Class W Class I Total Balance as of December 31, 2015 — — 20 20 Issuance of common stock: Primary shares — — 221 221 Private offering shares 7 — 7 14 Balance as of December 31, 2016 7 — 248 255 Issuance of common stock: Primary shares 968 — — 968 DRIP 1 — 5 6 Stock dividends — 6 3 9 Balance as of December 31, 2017 976 6 256 1,238 Issuance of common stock: Primary shares 18,643 154 97 18,894 DRIP 189 1 6 196 Redemptions (49 ) — (14 ) (63 ) Balance as of December 31, 2018 19,759 161 345 20,265 (1) Includes 20,000 Class I shares sold to the Advisor in November 2014. See “ Note 10 ” for additional information. |
Share Redemption Activity | The following table summarizes the Company’s redemption activity for the periods presented below: For the Year Ended December 31, (in thousands, except per share data) 2018 2017 2016 Number of eligible shares redeemed 63 — — Aggregate dollar amount of shares redeemed $ 603 $ — $ — Average redemption price per share $ 9.57 $ — $ — |
Cash Distribution | |
Class of Stock [Line Items] | |
Dividends Table | The following table summarizes the Company’s cash distribution activity (including distributions reinvested in shares of the Company’s common stock) for each of the quarters ended below: Amount (in thousands, except per share data) Declared per Paid Reinvested Distribution Gross 2018 December 31 $ 0.13625 $ 747 $ 1,102 $ 406 $ 2,255 September 30 0.13625 496 681 255 1,432 June 30 0.13625 305 399 147 851 March 31 0.13625 140 197 67 404 Total $ 0.54500 $ 1,688 $ 2,379 $ 875 $ 4,942 2017 December 31 $ 0.13625 $ 45 $ 44 $ 12 $ 101 September 30 0.13625 25 11 — 36 June 30 0.12950 23 10 — 33 March 31 0.12950 23 10 — 33 Total $ 0.53150 $ 116 $ 75 $ 12 $ 203 2016 December 31 (4) $ 0.12950 $ 8 $ 4 $ — $ 12 (1) Amounts reflect the quarterly distribution rate authorized by the Company’s board of directors per Class T share, per Class W share, and per Class I share of common stock. As noted above, commencing with the third quarter of 2017, distributions were declared and paid as of monthly record dates. These monthly distributions have been aggregated and presented on a quarterly basis. The distributions on Class T shares and Class W shares of common stock are reduced by the respective distribution fees that are payable with respect to such Class T shares and Class W shares. (2) Distribution fees are paid monthly to the Dealer Manager with respect to Class T shares and Class W shares issued in the primary portion of the Company’s initial public offering only. Refer to “ Note 10 ” for further detail regarding distribution fees. (3) Gross distributions are total distributions before the deduction of any distribution fees relating to Class T shares and Class W shares. (4) Cash distributions were authorized to all common stockholders of record as of the close of business on each day commencing on the date that the minimum offering requirements were met in connection with the initial public offering and ending on the last day of the quarter in which the minimum offering requirements were met (the “Initial Quarter”). The Company met the minimum offering requirements in connection with the initial public offering on November 30, 2016. Accordingly, the Initial Quarter commenced on that date and ended on December 31, 2016. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Preliminary Taxability of Distributions on Common Shares | The unaudited preliminary taxability of the Company’s 2018 and 2017 distributions were: For the Year Ended December 31, (unaudited) 2018 2017 Ordinary income — % — % Non-taxable return of capital 100.0 100.0 Long-term capital gain — — Total distribution 100.0 % 100.0 % |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Dealer Manager Fees | The following table details the selling commissions, dealer manager fees and distribution fees applicable for each share class. 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% —% |
Schedule of Fixed Component for Advisory Fee | The following table details the fixed component of the advisory fee. Fixed Component % of aggregate cost of real property assets located in the U.S. (per annum) 0.80% % of aggregate cost of real property assets located outside the U.S. (per annum) 1.20% % of aggregate cost or investment of any interest in any other real estate-related entity or debt investment or other investment (per annum) 0.80% % of total consideration paid in connection with the disposition of real property or a liquidity event involving gross market capitalization of the Company upon occurrence of a listing 1.00% |
Summary of Fees and Expenses Incurred by Company | The table below summarizes the fees and expenses incurred by the Company for services provided by the Advisor and its affiliates, and by the Dealer Manager related to the services described above, and any related amounts payable: For the Year Ended December 31, Payable as of (in thousands) 2018 2017 2016 December 31, 2018 December 31, 2017 Expensed: Organization costs (1) $ — $ 78 $ 40 $ 78 $ 78 Advisory fee—fixed component 901 — — 200 — Advisory fee—performance component 723 — — 723 — Acquisition expense reimbursements 4,900 — — 3,500 — Other expense reimbursements (2) 1,195 185 1 299 59 Total $ 7,719 $ 263 $ 41 $ 4,800 $ 137 Additional Paid-In Capital: Selling commissions $ 4,372 $ 203 $ — $ — $ — Dealer manager fees 4,430 253 — — — Offering costs (1) 13,270 849 — 14,119 849 Distribution fees—current (3) 875 12 — 168 8 Distribution fees—trailing (3) 7,063 394 — 7,457 394 Total $ 30,010 $ 1,711 $ — $ 21,744 $ 1,251 (1) As of December 31, 2018 , the Advisor had incurred $14.4 million of offering costs and $0.1 million of organization costs on behalf of the Company. (2) Other expense reimbursements include certain expenses incurred in connection with the services provided to the Company under the Advisory Agreement. These reimbursements include a portion of compensation expenses of individual employees of the Advisor, including certain of the Company’s named executive officers, related to services for which the Advisor does not otherwise receive a separate fee. The Company reimbursed the Advisor approximately $0.9 million and $0.2 million for the years ended December 31, 2018 and 2017 , respectively, for such compensation expenses. There were no amounts reimbursed to the Advisor for the year ended December 31, 2016. The remaining amount of other expense reimbursements relate to other general overhead and administrative expenses including, but not limited to, allocated rent paid to both third parties and affiliates of the Advisor, equipment, utilities, insurance, travel and entertainment. (3) The distribution fees accrue daily and are payable monthly in arrears. The monthly amount of distribution fees payable is included in distributions payable on the consolidated balance sheets. Additionally, the Company accrues for estimated trailing amounts payable based on the shares outstanding as of the balance sheet date, which are included in distribution fees payable to affiliates on the consolidated balance sheets. All or a portion of the distribution fees are reallowed or advanced by the Dealer Manager to unaffiliated participating broker dealers and broker dealers servicing accounts of investors who own Class T shares and/or Class W shares. |
Schedule of Fees Waived or Expense Supported by the Advisor and Reimbursements to the Advisor by the Company | The table below provides information regarding the fees deferred and expense support provided by the Advisor, pursuant to the Expense Support Agreement. As of December 31, 2018 , the aggregate amount paid by the Advisor pursuant to the Expense Support Agreement was $7.5 million . No amounts have been reimbursed to the Advisor by the Company. For the Year Ended December 31, (in thousands) 2018 2017 2016 Fees deferred $ 901 $ — $ — Other expenses supported 4,682 1,735 150 Total expense support from Advisor (1) $ 5,583 $ 1,735 $ 150 (1) As of December 31, 2018 and 2017 , $0.7 million and $0.2 million , respectively, of expense support was payable to the Company by the Advisor and is included in due from affiliates on the consolidated balance sheets. |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental cash flow information | The following table presents the components of the beginning of period and end of period cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the totals shown in the consolidated statements of cash flows: For the Year Ended December 31, (in thousands) 2018 2017 2016 Beginning of period: Cash and cash equivalents $ 10,565 $ 1,640 $ 201 Restricted cash 481 481 — Cash, cash equivalents and restricted cash $ 11,046 $ 2,121 $ 201 End of period: Cash and cash equivalents $ 19,016 $ 10,565 $ 1,640 Restricted cash 5 481 481 Cash, cash equivalents and restricted cash $ 19,021 $ 11,046 $ 2,121 Supplemental cash flow information and disclosure of non-cash investing and financing activities is as follows: For the Year Ended December 31, (in thousands) 2018 2017 2016 Interest paid $ 1,521 $ 84 $ 13 Distributions payable 920 56 11 Distribution fees payable to affiliates 7,457 394 — Distributions reinvested in common stock 1,959 53 — Accrued offering and organization costs due to the Advisor 14,197 927 — Accrued acquisition expense reimbursements due to the Advisor 3,500 — — Non-cash capital expenditures 55 — — Non-cash selling commissions and dealer manager fees 8,802 203 — |
SELECTED QUARTERLY FINANCIAL _2
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data | Selected quarterly financial data is as follows: For the Quarter Ended (in thousands, except per share data) March 31 June 30 September 30 December 31 2018 Total revenues $ 93 $ 790 $ 2,429 $ 3,208 Total operating expenses $ (1,375 ) $ (2,905 ) $ (4,419 ) $ (5,377 ) Total other expenses $ (183 ) $ (324 ) $ (894 ) $ (849 ) Expense support from the Advisor $ 1,062 $ 1,400 $ 1,354 $ 1,767 Net loss $ (403 ) $ (1,039 ) $ (1,530 ) $ (1,251 ) Net loss attributable to common stockholders $ (403 ) $ (1,039 ) $ (1,530 ) $ (1,251 ) Net loss per common share - basic and diluted (1) $ (0.14 ) $ (0.17 ) $ (0.15 ) $ (0.08 ) Weighted-average shares outstanding 2,961 6,248 10,491 16,562 2017 Total revenues $ — $ — $ — $ — Total operating expenses $ (252 ) $ (306 ) $ (377 ) $ (288 ) Total other expenses $ (33 ) $ (34 ) $ (56 ) $ (186 ) Expense support from the Advisor $ 318 $ 373 $ 469 $ 575 Net income $ 33 $ 33 $ 36 $ 101 Net income attributable to common stockholders $ 33 $ 33 $ 36 $ 101 Net income per common share - basic and diluted (1) $ 0.13 $ 0.13 $ 0.14 $ 0.14 Weighted-average shares outstanding 256 258 260 745 (1) Quarterly net loss per common share amounts do not total the annual net loss per common share amount due to changes in the number of weighted-average shares outstanding calculated on a quarterly and annual basis and included in the net loss per share calculation. |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Status Update Of Public and Private Offerings | |
Summary of Company's Public and Private Offerings | A summary of the Company’s initial public offering (including shares sold through the primary offering and the Company’s distribution reinvestment plan (“DRIP”)) and its private offering, as of February 28, 2019 is as follows: (in thousands) Class T Class W Class I Notes to Total Amount of gross proceeds raised: Primary offering $ 261,319 $ 4,742 $ 4,381 $ — $ 270,442 DRIP 2,832 14 123 — 2,969 Private offering (2) 62 — 62 376 500 Total offering $ 264,213 $ 4,756 $ 4,566 $ 376 $ 273,911 Number of shares issued: Primary offering 24,890 472 458 — 25,820 DRIP 282 1 12 — 295 Private offering (2) 7 — 7 — 14 Stock dividends — 6 3 — 9 Total offering 25,179 479 480 — 26,138 (1) Amount relates to promissory notes issued to stockholders in the private offering. See “ Note 6 ” for additional details. (2) The private offering closed on December 1, 2016. |
DESCRIPTION OF BUSINESS Additio
DESCRIPTION OF BUSINESS Additional Information (Details) | 12 Months Ended |
Dec. 31, 2018Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of Reportable Segments | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Allowance for doubtful accounts | $ 0 | $ 0 | |
Tenant reimbursements | 1,000,000 | 0 | $ 0 |
Net income (loss) attributable to noncontrolling interests | $ 0 | $ 0 | $ 0 |
Dilutive shares | 0 | 0 | 0 |
Special Units Holder [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Net income (loss) attributable to noncontrolling interests | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Building | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful live | 20 years |
Building | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful live | 40 years |
Building and land improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful live | 5 years |
Building and land improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful live | 20 years |
REAL ESTATE ACQUISITIONS - Narr
REAL ESTATE ACQUISITIONS - Narrative (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Intangible Lease Assets | |
Business Acquisition [Line Items] | |
Weighted-average amortization period of acquired finite-lived intangible assets | 5 years 8 months 48 days |
REAL ESTATE ACQUISITIONS - Purc
REAL ESTATE ACQUISITIONS - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||
Total purchase price | $ 300,028 | |
2018 Acquisitions | ||
Business Acquisition [Line Items] | ||
Land | 91,087 | |
Building | 188,638 | |
Intangible lease assets | 24,098 | |
Above-market lease assets | 247 | |
Below-market lease liabilities | (4,042) | |
Total purchase price | $ 300,028 | |
2017 Acquisitions | ||
Business Acquisition [Line Items] | ||
Land | $ 0 | |
Building | 0 | |
Intangible lease assets | 0 | |
Above-market lease assets | 0 | |
Below-market lease liabilities | 0 | |
Total purchase price | $ 0 |
REAL ESTATE ACQUISITIONS - Summ
REAL ESTATE ACQUISITIONS - Summary of Business Acquisitions (Details) $ in Thousands | Dec. 31, 2018USD ($)Building |
Business Acquisition [Line Items] | |
Number of Buildings | Building | 13 |
Total Purchase Price | $ | $ 300,028 |
2018 Acquisitions | Ontario Industrial Center | |
Business Acquisition [Line Items] | |
Number of Buildings | Building | 1 |
Total Purchase Price | $ | $ 10,595 |
2018 Acquisitions | Medley Industrial Center | |
Business Acquisition [Line Items] | |
Number of Buildings | Building | 1 |
Total Purchase Price | $ | $ 7,423 |
2018 Acquisitions | Ontario Distribution Center | |
Business Acquisition [Line Items] | |
Number of Buildings | Building | 1 |
Total Purchase Price | $ | $ 30,758 |
2018 Acquisitions | Park 429 Logistics Center | |
Business Acquisition [Line Items] | |
Number of Buildings | Building | 2 |
Total Purchase Price | $ | $ 44,882 |
2018 Acquisitions | Pescadero Distribution Center | |
Business Acquisition [Line Items] | |
Number of Buildings | Building | 1 |
Total Purchase Price | $ | $ 45,623 |
2018 Acquisitions | Gothard Industrial Center | |
Business Acquisition [Line Items] | |
Number of Buildings | Building | 1 |
Total Purchase Price | $ | $ 10,096 |
2018 Acquisitions | Midway Industrial Center | |
Business Acquisition [Line Items] | |
Number of Buildings | Building | 1 |
Total Purchase Price | $ | $ 8,127 |
2018 Acquisitions | Executive Airport Distribution Center | |
Business Acquisition [Line Items] | |
Number of Buildings | Building | 1 |
Total Purchase Price | $ | $ 51,070 |
2018 Acquisitions | Iron Run Distribution Center | |
Business Acquisition [Line Items] | |
Number of Buildings | Building | 1 |
Total Purchase Price | $ | $ 15,522 |
2018 Acquisitions | Elgin Distribution Center | |
Business Acquisition [Line Items] | |
Number of Buildings | Building | 1 |
Total Purchase Price | $ | $ 20,983 |
2018 Acquisitions | Addison Distribution Center II | |
Business Acquisition [Line Items] | |
Number of Buildings | Building | 1 |
Total Purchase Price | $ | $ 12,448 |
2018 Acquisitions | Fontana Distribution Center | |
Business Acquisition [Line Items] | |
Number of Buildings | Building | 1 |
Total Purchase Price | $ | $ 42,501 |
INVESTMENT IN REAL ESTATE - Nar
INVESTMENT IN REAL ESTATE - Narrative (Details) | Dec. 31, 2018Building |
Real Estate Properties [Line Items] | |
Real estate properties owned, buildings | 13 |
Consolidated Properties | |
Real Estate Properties [Line Items] | |
Real estate properties owned, buildings | 13 |
INVESTMENT IN REAL ESTATE - Inv
INVESTMENT IN REAL ESTATE - Investment in Properties (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Real Estate [Abstract] | |||
Land | $ 91,087 | $ 0 | |
Building and improvements | 188,872 | 0 | |
Intangible lease assets | 24,492 | 0 | |
Construction in progress | 476 | 0 | |
Investment in real estate properties | 304,927 | 0 | |
Less accumulated depreciation and amortization | (3,556) | 0 | $ 0 |
Net investment in real estate properties | $ 301,371 | $ 0 |
INVESTMENT IN REAL ESTATE - Sum
INVESTMENT IN REAL ESTATE - Summary of Intangible Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-lived Intangible Assets [Roll Forward] | ||
Intangible lease assets | $ 24,492 | $ 0 |
Below Market Lease [Roll Forward] | ||
Gross | (4,042) | 0 |
Accumulated Amortization | 582 | 0 |
Net | (3,460) | 0 |
Intangible Lease Assets | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Intangible lease assets | 24,245 | 0 |
Accumulated Amortization | (1,450) | 0 |
Net | 22,795 | 0 |
Above-market lease assets | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Intangible lease assets | 247 | 0 |
Accumulated Amortization | (15) | 0 |
Net | $ 232 | $ 0 |
INVESTMENT IN REAL ESTATE - Est
INVESTMENT IN REAL ESTATE - Estimated Net Amortization of Intangible Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||
Total | $ (3,460) | $ 0 |
Intangible Lease Assets | ||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||
2,019 | 4,851 | |
2,020 | 4,679 | |
2,021 | 4,264 | |
2,022 | 3,256 | |
2,023 | 2,594 | |
Thereafter | 3,151 | |
Total | 22,795 | $ 0 |
Above-Market Lease Assets | ||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||
2,019 | 68 | |
2,020 | 68 | |
2,021 | 54 | |
2,022 | 25 | |
2,023 | 17 | |
Thereafter | 0 | |
Total | 232 | |
Below-Market Lease Liabilities | ||
Finite-Lived Intangible Assets And Liabilities [Line Items] | ||
2,019 | (971) | |
2,020 | (823) | |
2,021 | (700) | |
2,022 | (496) | |
2,023 | (282) | |
Thereafter | (188) | |
Total | $ (3,460) |
INVESTMENT IN REAL ESTATE - Fut
INVESTMENT IN REAL ESTATE - Future Minimum Rents (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Real Estate [Abstract] | |
2,019 | $ 14,354 |
2,020 | 14,877 |
2,021 | 14,567 |
2,022 | 12,756 |
2,023 | 10,834 |
Thereafter | 21,378 |
Total | $ 88,766 |
INVESTMENT IN REAL ESTATE - S_2
INVESTMENT IN REAL ESTATE - Summary of Rental Revenue Adjustments and Depreciation and Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Increase (Decrease) to Rental Revenue: | |||
Straight-line rent adjustments | $ 1,106 | $ 0 | $ 0 |
Above-market lease amortization | (15) | 0 | 0 |
Below-market lease amortization | 582 | 0 | 0 |
Real Estate-Related Depreciation and Amortization: | |||
Depreciation expense | 2,091 | 0 | 0 |
Intangible lease asset amortization | $ 1,450 | $ 0 | $ 0 |
LINE OF CREDIT - Additional Inf
LINE OF CREDIT - Additional Information (Details) | Sep. 18, 2017USD ($)Extension | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 28, 2018USD ($) |
Line of Credit Facility [Line Items] | |||||
Line of credit | $ 119,000,000 | $ 0 | |||
Interest rate | 4.10% | ||||
Unused portion | $ 80,900,000 | ||||
Available capacity | 63,700,000 | ||||
Unamortized debt issuance costs | 1,167,000 | 887,000 | |||
Amortization of debt issuance costs | 557,000 | 152,000 | $ 2,000 | ||
Line of Credit | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Aggregate borrowing capacity | $ 100,000,000 | $ 200,000,000 | |||
Additional borrowing capacity | 400,000,000 | ||||
Maximum borrowing capacity | $ 600,000,000 | ||||
Number of one year extensions | Extension | 2 | ||||
Extension term | 1 year | ||||
Accumulated amortization of debt issuance costs | 600,000 | 100,000 | |||
Amortization of debt issuance costs | $ 500,000 | $ 100,000 | $ 0 | ||
Line of Credit | Revolving Credit Facility | LIBOR | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Spread on variable rate | 1.60% | ||||
Line of Credit | Revolving Credit Facility | LIBOR | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Spread on variable rate | 2.50% | ||||
Line of Credit | Revolving Credit Facility | Base Rate | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Spread on variable rate | 0.60% | ||||
Line of Credit | Revolving Credit Facility | Base Rate | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Spread on variable rate | 1.50% |
NOTES PAYABLE TO STOCKHOLDERS -
NOTES PAYABLE TO STOCKHOLDERS - Additional Information (Detail) | Dec. 01, 2016USD ($)Investor$ / Note | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs | $ 557,000 | $ 152,000 | $ 2,000 | |
Promissory Note | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | 22,636 | 72,024 | ||
Accumulated amortization of debt issuance costs | 74,082 | 51,446 | ||
Amortization of debt issuance costs | 22,636 | $ 49,388 | $ 2,058 | |
Private Offering | ||||
Debt Instrument [Line Items] | ||||
Number of investors in the Private Offering | Investor | 125 | |||
Promissory note issued per note | $ / Note | 3,003 | |||
Promissory note principal amount | $ 376,000 | |||
Percentage of interest | 18.25% | |||
Private Offering | Promissory Note | ||||
Debt Instrument [Line Items] | ||||
Prepayment premium per note | $ 300 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Estimate of Fair Value Measurement [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Line of credit | $ 119,000 | $ 0 |
Notes payable to stockholders | 376 | 376 |
Reported Value Measurement [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Line of credit | 119,000 | 0 |
Notes payable to stockholders | $ 376 | $ 376 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Detail) | Oct. 02, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) | Feb. 28, 2019USD ($) | Jan. 04, 2019USD ($) | Dec. 01, 2016USD ($)Investor$ / sharesshares | Nov. 30, 2014shares |
Stockholders Equity [Line Items] | |||||||||||
Offering costs | $ 22,072,000 | $ 1,305,000 | $ 25,000 | ||||||||
IPO | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Offering amount of stock | 2,000,000,000 | ||||||||||
Total amount of common stock remaining available for sale $ | 1,790,000,000 | ||||||||||
Amount remaining available for sale through distribution reinvestment plan | 498,000,000 | ||||||||||
Primary Offering | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Offering amount of stock | 1,500,000,000 | ||||||||||
DRIP Offering | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Offering amount of stock | 500,000,000 | ||||||||||
Private Offering | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Number of investors in the Private Offering | Investor | 125 | ||||||||||
Common stock value | $ 124,600 | ||||||||||
Offering costs | 24,694 | ||||||||||
Class A | Private Offering | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Offering price of common stock per share, primary shares (in dollars per share) | $ / shares | $ 8.90 | ||||||||||
Number of common stock issued per investor in the Private Offering | shares | 56 | ||||||||||
Number of common stock issued in the Private Offering | shares | 7,000 | ||||||||||
Class T | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Common stock value | $ 198,000 | $ 10,000 | |||||||||
Common stock, shares issued | shares | 19,759,000 | 976,000 | |||||||||
Redemption percentage of common stock that's been outstanding more than one year but less than two years | 97.50% | ||||||||||
Class T | Private Offering | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Offering price of common stock per share, primary shares (in dollars per share) | $ / shares | $ 8.90 | ||||||||||
Number of common stock issued per investor in the Private Offering | shares | 56 | ||||||||||
Number of common stock issued in the Private Offering | shares | 7,000 | ||||||||||
Class W | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Common stock value | $ 2,000 | $ 0 | |||||||||
Common stock, shares issued | shares | 161,000 | 6,000 | |||||||||
Dividend shares issued per share (in shares) | 50 | ||||||||||
Class I | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Common stock value | $ 3,000 | $ 2,000 | |||||||||
Common stock, shares issued | shares | 345,000 | 256,000 | |||||||||
Stock Dividends | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Special daily stock dividend shares | 0.0000410959 | 0.0000410959 | 0.0000410959 | ||||||||
Common Stock | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Redemption percentage of common stock that's been outstanding less than one year | 95.00% | ||||||||||
Common Stock | BCI IV Advisors LLC (the Advisor) | Class I | Affiliated Entity | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Common stock, shares issued | shares | 20,000 | ||||||||||
Subsequent Event | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Total amount of common stock remaining available for sale $ | $ 1,726,589,000 | ||||||||||
Amount remaining available for sale through distribution reinvestment plan | $ 497,031,000 | ||||||||||
Subsequent Event | Primary Offering | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Offering amount of stock | $ 1,500,000,000 | ||||||||||
Subsequent Event | DRIP Offering | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Offering amount of stock | 500,000,000 | ||||||||||
Subsequent Event | Follow-on Public Offering | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Offering amount of stock | $ 2,000,000,000 |
STOCKHOLDERS' EQUITY - Summary
STOCKHOLDERS' EQUITY - Summary of Company's Offerings (Detail) shares in Thousands, $ in Thousands | Dec. 31, 2018USD ($)shares |
Stockholders Equity [Line Items] | |
Amount of gross proceeds raised | $ | $ 212,760 |
Number of shares sold | shares | 20,308 |
Primary Offering | |
Stockholders Equity [Line Items] | |
Amount of gross proceeds raised | $ | $ 210,248 |
Number of shares sold | shares | 20,083 |
DRIP Offering | |
Stockholders Equity [Line Items] | |
Amount of gross proceeds raised | $ | $ 2,012 |
Number of shares sold | shares | 202 |
Private Offering | |
Stockholders Equity [Line Items] | |
Amount of gross proceeds raised | $ | $ 500 |
Number of shares sold | shares | 14 |
Stock Dividends | |
Stockholders Equity [Line Items] | |
Number of shares sold | shares | 9 |
Class T | |
Stockholders Equity [Line Items] | |
Amount of gross proceeds raised | $ | $ 207,694 |
Number of shares sold | shares | 19,808 |
Class T | Primary Offering | |
Stockholders Equity [Line Items] | |
Amount of gross proceeds raised | $ | $ 205,732 |
Number of shares sold | shares | 19,611 |
Class T | DRIP Offering | |
Stockholders Equity [Line Items] | |
Amount of gross proceeds raised | $ | $ 1,900 |
Number of shares sold | shares | 190 |
Class T | Private Offering | |
Stockholders Equity [Line Items] | |
Amount of gross proceeds raised | $ | $ 62 |
Number of shares sold | shares | 7 |
Class T | Stock Dividends | |
Stockholders Equity [Line Items] | |
Number of shares sold | shares | 0 |
Class W | |
Stockholders Equity [Line Items] | |
Amount of gross proceeds raised | $ | $ 1,547 |
Number of shares sold | shares | 161 |
Class W | Primary Offering | |
Stockholders Equity [Line Items] | |
Amount of gross proceeds raised | $ | $ 1,541 |
Number of shares sold | shares | 154 |
Class W | DRIP Offering | |
Stockholders Equity [Line Items] | |
Amount of gross proceeds raised | $ | $ 6 |
Number of shares sold | shares | 1 |
Class W | Private Offering | |
Stockholders Equity [Line Items] | |
Amount of gross proceeds raised | $ | $ 0 |
Number of shares sold | shares | 0 |
Class W | Stock Dividends | |
Stockholders Equity [Line Items] | |
Number of shares sold | shares | 6 |
Class I | |
Stockholders Equity [Line Items] | |
Amount of gross proceeds raised | $ | $ 3,143 |
Number of shares sold | shares | 339 |
Class I | Primary Offering | |
Stockholders Equity [Line Items] | |
Amount of gross proceeds raised | $ | $ 2,975 |
Number of shares sold | shares | 318 |
Class I | DRIP Offering | |
Stockholders Equity [Line Items] | |
Amount of gross proceeds raised | $ | $ 106 |
Number of shares sold | shares | 11 |
Class I | Private Offering | |
Stockholders Equity [Line Items] | |
Amount of gross proceeds raised | $ | $ 62 |
Number of shares sold | shares | 7 |
Class I | Stock Dividends | |
Stockholders Equity [Line Items] | |
Number of shares sold | shares | 3 |
Notes to Stockholders | |
Stockholders Equity [Line Items] | |
Amount of gross proceeds raised | $ | $ 376 |
Notes to Stockholders | Primary Offering | |
Stockholders Equity [Line Items] | |
Amount of gross proceeds raised | $ | 0 |
Notes to Stockholders | DRIP Offering | |
Stockholders Equity [Line Items] | |
Amount of gross proceeds raised | $ | 0 |
Notes to Stockholders | Private Offering | |
Stockholders Equity [Line Items] | |
Amount of gross proceeds raised | $ | $ 376 |
STOCKHOLDERS' EQUITY - Summar_2
STOCKHOLDERS' EQUITY - Summary of Changes in Shares Outstanding for Each Class of Common Stock (Detail) - shares | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 30, 2014 | |
Common Stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance, shares | 1,238,000 | 255,000 | 20,000 | |
Issuance of common stock, Primary shares, shares | 18,894,000 | 968,000 | 221,000 | |
Issuance of common stock, Private offering shares, shares | 14,000 | |||
Issuance of common stock, DRIP, shares | 196,000 | 6,000 | ||
Issuance of common stock, stock dividends, shares | (63,000) | 9,000 | ||
Ending balance, shares | 20,265,000 | 1,238,000 | 255,000 | |
Class T | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance, shares | 976,000 | |||
Ending balance, shares | 19,759,000 | 976,000 | ||
Common stock, shares issued | 19,759,000 | 976,000 | ||
Class T | Common Stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance, shares | 976,000 | 7,000 | 0 | |
Issuance of common stock, Primary shares, shares | 18,643,000 | 968,000 | 0 | |
Issuance of common stock, Private offering shares, shares | 7,000 | |||
Issuance of common stock, DRIP, shares | 189,000 | 1,000 | ||
Issuance of common stock, stock dividends, shares | (49,000) | 0 | ||
Ending balance, shares | 19,759,000 | 976,000 | 7,000 | |
Class W | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance, shares | 6,000 | |||
Ending balance, shares | 161,000 | 6,000 | ||
Common stock, shares issued | 161,000 | 6,000 | ||
Class W | Common Stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance, shares | 6,000 | 0 | 0 | |
Issuance of common stock, Primary shares, shares | 154,000 | 0 | 0 | |
Issuance of common stock, Private offering shares, shares | 0 | |||
Issuance of common stock, DRIP, shares | 1,000 | 0 | ||
Issuance of common stock, stock dividends, shares | 0 | 6,000 | ||
Ending balance, shares | 161,000 | 6,000 | 0 | |
Class I | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance, shares | 256,000 | |||
Ending balance, shares | 345,000 | 256,000 | ||
Common stock, shares issued | 345,000 | 256,000 | ||
Class I | Common Stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance, shares | 256,000 | 248,000 | 20,000 | |
Issuance of common stock, Primary shares, shares | 97,000 | 0 | 221,000 | |
Issuance of common stock, Private offering shares, shares | 7,000 | |||
Issuance of common stock, DRIP, shares | 6,000 | 5,000 | ||
Issuance of common stock, stock dividends, shares | (14,000) | 3,000 | ||
Ending balance, shares | 345,000 | 256,000 | 248,000 | |
Class I | Common Stock | Affiliated Entity | BCI IV Advisors LLC (the Advisor) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock, shares issued | 20,000 |
STOCKHOLDERS' EQUITY - Summar_3
STOCKHOLDERS' EQUITY - Summary of Company's Distribution Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stockholders Equity [Line Items] | |||||||||||
Gross Distributions | $ 4,942 | $ 295 | $ 11 | ||||||||
Cash Distribution | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Declared per Common Share (in dollars per share) | $ 0.13625 | $ 0.13625 | $ 0.13625 | $ 0.13625 | $ 0.13625 | $ 0.13625 | $ 0.1295 | $ 0.1295 | $ 0.545 | $ 0.5315 | $ 0.1295 |
Paid in Cash | $ 747 | $ 496 | $ 305 | $ 140 | $ 45 | $ 25 | $ 23 | $ 23 | $ 1,688 | $ 116 | $ 8 |
Reinvested in Shares | 1,102 | 681 | 399 | 197 | 44 | 11 | 10 | 10 | 2,379 | 75 | 4 |
Distribution Fees | 406 | 255 | 147 | 67 | 12 | 0 | 0 | 0 | 875 | 12 | 0 |
Gross Distributions | $ 2,255 | $ 1,432 | $ 851 | $ 404 | $ 101 | $ 36 | $ 33 | $ 33 | $ 4,942 | $ 203 | $ 12 |
STOCKHOLDERS' EQUITY - Redempti
STOCKHOLDERS' EQUITY - Redemption Table (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | |||
Number of eligible shares redeemed (in shares) | 63 | 0 | 0 |
Aggregate dollar amount of shares redeemed | $ 603 | $ 0 | $ 0 |
Average redemption price per share (in dollars per share) | $ 9.57 | $ 0 | $ 0 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Impact on uncertain tax positions from results of operations | $ 0 | $ 0 | $ 0 |
Tax payable upon dividend distribution | $ 0 |
INCOME TAXES - Preliminary Taxa
INCOME TAXES - Preliminary Taxability of Distributions on Common Shares (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Ordinary income | 0.00% | 0.00% |
Non-taxable return of capital | 100.00% | 100.00% |
Long-term capital gain | 0.00% | 0.00% |
Total distribution | 100.00% | 100.00% |
RELATED PARTY TRANSACTIONS - Se
RELATED PARTY TRANSACTIONS - Selling Commissions, Dealer Manager Fees and Distribution Fees (Details) | Jul. 01, 2017 | Dec. 31, 2018 |
Advisor | ||
Related Party Transaction [Line Items] | ||
Advisory agreement period | 1 year | |
Dealer manager | Affiliated Entity | Distribution fees | ||
Related Party Transaction [Line Items] | ||
Threshold in criteria for ceased distribution fees, percent of fees and commissions paid to aggregate purchase price of shares of a class held by a stockholder | 8.50% | |
Class W | Dealer manager | Affiliated Entity | Selling commission fees | ||
Related Party Transaction [Line Items] | ||
Selling commissions (as % of offering price), up to this percent | 0.00% | |
Class W | Dealer manager | Affiliated Entity | Dealer manager fees | ||
Related Party Transaction [Line Items] | ||
Dealer manager fees (as % of offering price), up to this percent | 0.00% | |
Class W | Dealer manager | Affiliated Entity | Distribution fees | ||
Related Party Transaction [Line Items] | ||
Distribution fees (as % of NAV per annum) | 0.50% | |
Class I | Dealer manager | Affiliated Entity | Selling commission fees | ||
Related Party Transaction [Line Items] | ||
Selling commissions (as % of offering price), up to this percent | 0.00% | |
Class I | Dealer manager | Affiliated Entity | Dealer manager fees | ||
Related Party Transaction [Line Items] | ||
Dealer manager fees (as % of offering price), up to this percent | 0.00% | |
Class I | Dealer manager | Affiliated Entity | Distribution fees | ||
Related Party Transaction [Line Items] | ||
Distribution fees (as % of NAV per annum) | 0.00% | |
Class T | Dealer manager | Affiliated Entity | Selling commission fees | ||
Related Party Transaction [Line Items] | ||
Selling commissions (as % of offering price), up to this percent | 2.00% | |
Class T | Dealer manager | Affiliated Entity | Dealer manager fees | ||
Related Party Transaction [Line Items] | ||
Dealer manager fees (as % of offering price), up to this percent | 2.50% | |
Class T | Dealer manager | Affiliated Entity | Distribution fees | ||
Related Party Transaction [Line Items] | ||
Distribution fees (as % of NAV per annum) | 1.00% |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Advisory Fee (Details) - USD ($) | Jul. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||||
Fees incurred with related parties | $ 7,719,000 | $ 263,000 | $ 41,000 | |
Advisor | Affiliated Entity | Advisory Fees | ||||
Related Party Transaction [Line Items] | ||||
% of aggregate cost or investment of any interest in any other real estate-related entity or debt investment or other investment (per annum) | 0.80% | |||
% of total consideration paid in connection with the disposition of real property or a liquidity event involving gross market capitalization of the Company upon occurrence of a listing | 1.00% | |||
Threshold for performance component of advisory fee | 12.50% | |||
Threshold of annual total return as % of NAV | 5.00% | |||
Performance component earned for excess return over the hurdle amount | 100.00% | |||
Maximum performance component limited to % of total annual return | 12.50% | |||
Estimated NAV per share (in dollars per share) | $ 10 | |||
Loss carryforward | $ 0 | |||
Advisor | United States | Affiliated Entity | Advisory Fees | ||||
Related Party Transaction [Line Items] | ||||
% of aggregate cost of real property assets | 0.80% | |||
Advisor | Outside the U.S. | Affiliated Entity | Advisory Fees | ||||
Related Party Transaction [Line Items] | ||||
% of aggregate cost of real property assets | 1.20% |
RELATED PARTY TRANSACTIONS - Pr
RELATED PARTY TRANSACTIONS - Property Management and Leasing Fees (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||
Fees incurred with related parties | $ 7,719,000 | $ 263,000 | $ 41,000 |
Minimum | Affiliated Entity | Advisor | |||
Related Party Transaction [Line Items] | |||
Property management fee, percentage | 2.00% | ||
Leasing fee, percentage | 2.00% | ||
Maximum | Affiliated Entity | Advisor | |||
Related Party Transaction [Line Items] | |||
Property management fee, percentage | 5.00% | ||
Leasing fee, percentage | 8.00% | ||
Property Manager | Affiliated Entity | Property Management Fees | |||
Related Party Transaction [Line Items] | |||
Fees incurred with related parties | $ 0 | ||
Property Manager | Affiliated Entity | Leasing Fees | |||
Related Party Transaction [Line Items] | |||
Fees incurred with related parties | $ 0 |
RELATED PARTY TRANSACTIONS - Or
RELATED PARTY TRANSACTIONS - Organization and Offering Expenses (Details) | Jul. 01, 2017 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
Threshold criteria of organization and offering expenses | 15.00% | |
Affiliated Entity | Advisor | ||
Related Party Transaction [Line Items] | ||
Period of reimbursement to advisor for advanced expenses | 60 months |
RELATED PARTY TRANSACTIONS - Su
RELATED PARTY TRANSACTIONS - Summary of Fees and Expenses Incurred by Company (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Expensed: | |||
Organization costs, incurred | $ 0 | $ 78,000 | $ 40,000 |
Advisory fee - fixed component, incurred | 901,000 | 0 | 0 |
Advisory fee - performance component, incurred | 723,000 | 0 | 0 |
Acquisition expense reimbursements, incurred | 4,900,000 | 0 | 0 |
Other expenses reimbursements, incurred | 1,195,000 | 185,000 | 1,000 |
Total | 7,719,000 | 263,000 | 41,000 |
Organization costs, payable | 78,000 | 78,000 | |
Advisory fee - fixed component, payable | 200,000 | 0 | |
Advisory fee - performance component, payable | 723,000 | 0 | |
Acquisition expense reimbursements, payable | 3,500,000 | 0 | |
Other expenses reimbursements, payable | 299,000 | 59,000 | |
Total | 4,800,000 | 137,000 | |
Additional Paid in Capital: | |||
Selling commissions, incurred | 4,372,000 | 203,000 | 0 |
Dealer manager fees, incurred | 4,430,000 | 253,000 | 0 |
Offering costs, incurred | 13,270,000 | 849,000 | 0 |
Distribution fees - current, incurred | 875,000 | 12,000 | 0 |
Distribution fees - trailing, incurred | 7,063,000 | 394,000 | 0 |
Total | 30,010,000 | 1,711,000 | 0 |
Selling commissions, payable | 0 | 0 | |
Dealer manager fees, payable | 0 | 0 | |
Offering costs, payable | 14,119,000 | 849,000 | |
Distribution fees - current, payable | 168,000 | 8,000 | |
Distribution fees - trailing, payable | 7,457,000 | 394,000 | 0 |
Total | 21,744,000 | 1,251,000 | |
Affiliated Entity | Advisor | |||
Expensed: | |||
Other expenses reimbursements, incurred | 0 | ||
Additional Paid in Capital: | |||
Offering costs incurred by Advisor | 14,400,000 | ||
Organization costs incurred by Advisor | 100,000 | ||
Advisor | |||
Additional Paid in Capital: | |||
Reimbursements for services | $ 900,000 | $ 200,000 | $ 0 |
RELATED PARTY TRANSACTIONS - Tr
RELATED PARTY TRANSACTIONS - Transactions with Affiliates (Details) | Nov. 19, 2014USD ($)$ / sharesshares |
Related Party Transaction [Line Items] | |
Special units issued | 100 |
Value of special units issued | $ | $ 1,000 |
General And Limited Partner | |
Related Party Transaction [Line Items] | |
Operating partnership units issued | 20,000 |
Operating partnership units value | $ | $ 200,000 |
ILT Advisors Group LLC | |
Related Party Transaction [Line Items] | |
Special units issued | 100 |
Value of special units issued | $ | $ 1,000 |
Class A | Common Stock | Advisor | |
Related Party Transaction [Line Items] | |
Common stock, shares issued | 20,000 |
Share price (in dollars per share) | $ / shares | $ 10 |
RELATED PARTY TRANSACTIONS - Ex
RELATED PARTY TRANSACTIONS - Expense Support Agreement (Details) - USD ($) | Jul. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | |||
Expense support payable to the company by the Advisor | $ 700,000 | $ 200,000 | |
Affiliated Entity | Amended and Restated Expense Support Agreement | |||
Related Party Transaction [Line Items] | |||
Maximum for aggregate of the deferred fixed component of the advisory fee and the Deficiency support payments | $ 15,000,000 | ||
Period the Company may not be obligated to reimburse Advisor under agreement terms | 3 years | ||
Termination notice period for expense support agreement | 30 days | ||
Affiliated Entity | Expense Support Agreement | |||
Related Party Transaction [Line Items] | |||
Aggregate amount paid by the Advisor pursuant to the expense support agreement | 7,500,000 | ||
Reimbursements paid to advisor for organization costs | $ 0 |
RELATED PARTY TRANSACTIONS - Sc
RELATED PARTY TRANSACTIONS - Schedule of Fees Waived or Expense Supported by the Advisor and Reimbursements to the Advisor by the Company (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||||||||||
Total expense support from the Advisor | $ 1,767 | $ 1,354 | $ 1,400 | $ 1,062 | $ 575 | $ 469 | $ 373 | $ 318 | $ 5,583 | $ 1,735 | $ 150 |
Expense support payable to the company by the Advisor | $ 700 | $ 200 | 700 | 200 | |||||||
Expense Support Agreement | Affiliated Entity | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Fees deferred | 901 | 0 | 0 | ||||||||
Other expenses supported | 4,682 | 1,735 | 150 | ||||||||
Total expense support from the Advisor | $ 5,583 | $ 1,735 | $ 150 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION - Disclosure of Non-Cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |||
Interest paid | $ 1,521 | $ 84 | $ 13 |
Distributions payable | 920 | 56 | 11 |
Distribution fees payable to affiliates | 7,457 | 394 | 0 |
Distributions reinvested in common stock | 1,959 | 53 | 0 |
Accrued offering and organization costs due to the Advisor | 14,197 | 927 | 0 |
Accrued acquisition expense reimbursements due to the Advisor | 3,500 | 0 | 0 |
Non-cash capital expenditures | 55 | 0 | 0 |
Non-cash selling commissions and dealer manager fees | $ 8,802 | $ 203 | $ 0 |
SUPPLEMENTAL CASH FLOW INFORM_4
SUPPLEMENTAL CASH FLOW INFORMATION - Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 19,016 | $ 10,565 | $ 1,640 | $ 201 |
Restricted cash | 5 | 481 | 481 | 0 |
Cash, cash equivalents and restricted cash | $ 19,021 | $ 11,046 | $ 2,121 | $ 201 |
NONCONTROLLING INTERESTS - Addi
NONCONTROLLING INTERESTS - Additional Information (Detail) | Nov. 19, 2014USD ($)shares |
Noncontrolling Interest [Abstract] | |
Special units issued | shares | 100 |
Value of special units issued | $ | $ 1,000 |
SELECTED QUARTERLY FINANCIAL _3
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) - Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenues | $ 3,208 | $ 2,429 | $ 790 | $ 93 | $ 0 | $ 0 | $ 0 | $ 0 | $ 6,520 | $ 0 | $ 0 |
Total operating expenses | (5,377) | (4,419) | (2,905) | (1,375) | (288) | (377) | (306) | (252) | (14,076) | (1,223) | (310) |
Total other expenses | (849) | (894) | (324) | (183) | (186) | (56) | (34) | (33) | |||
Expense support from the Advisor | 1,767 | 1,354 | 1,400 | 1,062 | 575 | 469 | 373 | 318 | 5,583 | 1,735 | 150 |
Net (loss) income | (1,251) | (1,530) | (1,039) | (403) | 101 | 36 | 33 | 33 | (4,223) | 203 | (175) |
Net loss attributable to common stockholders | $ (1,251) | $ (1,530) | $ (1,039) | $ (403) | $ 101 | $ 36 | $ 33 | $ 33 | $ (4,223) | $ 203 | $ (175) |
Net income (loss) per common share - basic and diluted (in dollars per share) | $ (0.08) | $ (0.15) | $ (0.17) | $ (0.14) | $ 0.14 | $ 0.14 | $ 0.13 | $ 0.13 | $ (0.46) | $ 0.53 | $ (4.39) |
Weighted-average shares outstanding (in shares) | 16,562 | 10,491 | 6,248 | 2,961 | 745 | 260 | 258 | 256 | 9,107 | 381 | 40 |
SUBSEQUENT EVENTS - Summary of
SUBSEQUENT EVENTS - Summary of Company's Public and Private Offerings (Detail) - USD ($) shares in Thousands, $ in Thousands | Feb. 28, 2019 | Dec. 31, 2018 |
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 212,760 | |
Number of shares sold | 20,308 | |
Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 273,911 | |
Number of shares sold | 26,138 | |
Primary Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 210,248 | |
Number of shares sold | 20,083 | |
Primary Offering | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 270,442 | |
Number of shares sold | 25,820 | |
DRIP Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 2,012 | |
Number of shares sold | 202 | |
DRIP Offering | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 2,969 | |
Number of shares sold | 295 | |
Private Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 500 | |
Number of shares sold | 14 | |
Private Offering | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 500 | |
Number of shares sold | 14 | |
Stock Dividends | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares sold | 9 | |
Stock Dividends | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares sold | 9 | |
Class T | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 207,694 | |
Number of shares sold | 19,808 | |
Class T | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 264,213 | |
Number of shares sold | 25,179 | |
Class T | Primary Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 205,732 | |
Number of shares sold | 19,611 | |
Class T | Primary Offering | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 261,319 | |
Number of shares sold | 24,890 | |
Class T | DRIP Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 1,900 | |
Number of shares sold | 190 | |
Class T | DRIP Offering | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 2,832 | |
Number of shares sold | 282 | |
Class T | Private Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 62 | |
Number of shares sold | 7 | |
Class T | Private Offering | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 62 | |
Number of shares sold | 7 | |
Class T | Stock Dividends | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares sold | 0 | |
Class T | Stock Dividends | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares sold | 0 | |
Class W | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 1,547 | |
Number of shares sold | 161 | |
Class W | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 4,756 | |
Number of shares sold | 479 | |
Class W | Primary Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 1,541 | |
Number of shares sold | 154 | |
Class W | Primary Offering | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 4,742 | |
Number of shares sold | 472 | |
Class W | DRIP Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 6 | |
Number of shares sold | 1 | |
Class W | DRIP Offering | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 14 | |
Number of shares sold | 1 | |
Class W | Private Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 0 | |
Number of shares sold | 0 | |
Class W | Private Offering | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 0 | |
Number of shares sold | 0 | |
Class W | Stock Dividends | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares sold | 6 | |
Class W | Stock Dividends | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares sold | 6 | |
Class I | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 3,143 | |
Number of shares sold | 339 | |
Class I | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 4,566 | |
Number of shares sold | 480 | |
Class I | Primary Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 2,975 | |
Number of shares sold | 318 | |
Class I | Primary Offering | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 4,381 | |
Number of shares sold | 458 | |
Class I | DRIP Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 106 | |
Number of shares sold | 11 | |
Class I | DRIP Offering | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 123 | |
Number of shares sold | 12 | |
Class I | Private Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 62 | |
Number of shares sold | 7 | |
Class I | Private Offering | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 62 | |
Number of shares sold | 7 | |
Class I | Stock Dividends | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares sold | 3 | |
Class I | Stock Dividends | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares sold | 3 | |
Notes to Stockholders | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 376 | |
Notes to Stockholders | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 376 | |
Notes to Stockholders | Primary Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | 0 | |
Notes to Stockholders | Primary Offering | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | 0 | |
Notes to Stockholders | DRIP Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | 0 | |
Notes to Stockholders | DRIP Offering | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | 0 | |
Notes to Stockholders | Private Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 376 | |
Notes to Stockholders | Private Offering | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Amount of gross proceeds raised | $ 376 |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Detail) | Feb. 28, 2019USD ($)Building | Feb. 21, 2019USD ($)Extension | Feb. 11, 2019USD ($)Building | Jan. 31, 2019USD ($)Building | Jan. 08, 2019USD ($)Building | Jan. 01, 2019$ / shares | Sep. 18, 2017USD ($)Extension | Dec. 31, 2018USD ($)Building | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 28, 2018USD ($) |
Subsequent Event [Line Items] | |||||||||||
Number of real estate properties | Building | 13 | ||||||||||
Total purchase price | $ 298,478,000 | $ 0 | $ 0 | ||||||||
Line of credit | 119,000,000 | 0 | |||||||||
Amount on deposit with the escrow agent | $ 675,000 | $ 0 | |||||||||
Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Total amount of common stock remaining available for sale | $ 1,726,589,000 | ||||||||||
Amount remaining available for sale through distribution reinvestment plan | 497,031,000 | ||||||||||
Subsequent Event | Airport Industrial Center | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Total purchase price | $ 8,100,000 | ||||||||||
Subsequent Event | Airport Industrial Center | Industrial | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of real estate properties | Building | 1 | ||||||||||
Subsequent Event | Kelly Trade Center | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Total purchase price | $ 15,300,000 | ||||||||||
Subsequent Event | Kelly Trade Center | Industrial | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of real estate properties | Building | 1 | ||||||||||
Subsequent Event | 7A Distribution Center | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Total purchase price | $ 12,100,000 | ||||||||||
Subsequent Event | 7A Distribution Center | Industrial | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of real estate properties | Building | 1 | ||||||||||
Subsequent Event | Gothard Industrial Center | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Total purchase price | $ 8,500,000 | ||||||||||
Subsequent Event | Gothard Industrial Center | Industrial | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of real estate properties | Building | 1 | ||||||||||
Subsequent Event | Amended and Restated Expense Support Agreement | |||||||||||
Subsequent Event [Line Items] | |||||||||||
NAV per share (in dollars per share) | $ / shares | $ 10 | ||||||||||
Period the Company may not be obligated to reimburse advisor in connection with liquidity event | 4 years | ||||||||||
Period the Company may not be obligated to reimburse Advisor under agreement terms | 4 years | ||||||||||
Period beginning after 90 days of the end of the listing period | 30 days | ||||||||||
Period after the end of the listing | 90 days | ||||||||||
Pre-tax annual rate of return | 5.00% | ||||||||||
Line of Credit | Revolving Credit Facility | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Aggregate borrowing capacity | $ 100,000,000 | $ 200,000,000 | |||||||||
Maximum borrowing capacity | $ 600,000,000 | ||||||||||
Number of one year extensions | Extension | 2 | ||||||||||
Extension term | 1 year | ||||||||||
Line of Credit | Revolving Credit Facility | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Aggregate borrowing capacity | $ 200,000,000 | ||||||||||
Maximum borrowing capacity | $ 600,000,000 | ||||||||||
Number of one year extensions | Extension | 2 | ||||||||||
Extension term | 1 year | ||||||||||
Line of credit | $ 17,000,000 | ||||||||||
Term Loan | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Aggregate borrowing capacity | 200,000,000 | ||||||||||
Line of credit | $ 90,000,000 | ||||||||||
Minimum | LIBOR | Line of Credit | Revolving Credit Facility | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Spread on variable rate | 1.60% | ||||||||||
Minimum | LIBOR | Line of Credit | Revolving Credit Facility | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Spread on variable rate | 1.60% | ||||||||||
Minimum | LIBOR | Term Loan | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Spread on variable rate | 1.25% | ||||||||||
Minimum | Base Rate | Line of Credit | Revolving Credit Facility | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Spread on variable rate | 0.60% | ||||||||||
Minimum | Base Rate | Line of Credit | Revolving Credit Facility | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Spread on variable rate | 0.60% | ||||||||||
Minimum | Base Rate | Term Loan | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Spread on variable rate | 0.25% | ||||||||||
Maximum | LIBOR | Line of Credit | Revolving Credit Facility | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Spread on variable rate | 2.50% | ||||||||||
Maximum | LIBOR | Line of Credit | Revolving Credit Facility | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Spread on variable rate | 2.50% | ||||||||||
Maximum | LIBOR | Term Loan | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Spread on variable rate | 2.05% | ||||||||||
Maximum | Base Rate | Line of Credit | Revolving Credit Facility | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Spread on variable rate | 1.50% | ||||||||||
Maximum | Base Rate | Line of Credit | Revolving Credit Facility | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Spread on variable rate | 1.50% | ||||||||||
Maximum | Base Rate | Term Loan | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Spread on variable rate | 1.05% |
SCHEDULE III-REAL ESTATE AND _2
SCHEDULE III-REAL ESTATE AND ACCUMULATED DEPRECIATION (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($)Building | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Number of Buildings | Building | 13 | ||
Initial Cost of Land | $ 91,087 | ||
Initial Cost of Buildings and Improvements | 208,941 | ||
Total Initial Costs | 300,028 | ||
Costs Capitalized or Adjustments Subsequent to Acquisition | 685 | ||
Gross amount carried, Land | 91,087 | ||
Gross amount carried, Buildings and Improvements | 209,626 | ||
Gross amount carried, Total Costs | 300,713 | $ 0 | $ 0 |
Accumulated Depreciation and Amortization | (3,556) | ||
Intangible lease assets, gross | 24,492 | 0 | |
Intangibles lease liabilities, gross | 4,042 | $ 0 | |
Real estate federal income tax basis | $ 191,000 | ||
Ontario Industrial Center in Ontario, CA | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Number of Buildings | Building | 1 | ||
Initial Cost of Land | $ 5,225 | ||
Initial Cost of Buildings and Improvements | 5,370 | ||
Total Initial Costs | 10,595 | ||
Costs Capitalized or Adjustments Subsequent to Acquisition | 35 | ||
Gross amount carried, Land | 5,225 | ||
Gross amount carried, Buildings and Improvements | 5,405 | ||
Gross amount carried, Total Costs | 10,630 | ||
Accumulated Depreciation and Amortization | $ (449) | ||
Ontario Industrial Center in Ontario, CA | Minimum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 1 year | ||
Ontario Industrial Center in Ontario, CA | Maximum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 20 years | ||
Medley Industrial Center | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Number of Buildings | Building | 1 | ||
Initial Cost of Land | $ 2,864 | ||
Initial Cost of Buildings and Improvements | 4,559 | ||
Total Initial Costs | 7,423 | ||
Costs Capitalized or Adjustments Subsequent to Acquisition | 26 | ||
Gross amount carried, Land | 2,864 | ||
Gross amount carried, Buildings and Improvements | 4,585 | ||
Gross amount carried, Total Costs | 7,449 | ||
Accumulated Depreciation and Amortization | $ (171) | ||
Medley Industrial Center in Medley, FL | Minimum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 1 year | ||
Medley Industrial Center in Medley, FL | Maximum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 30 years | ||
Ontario Distribution Center in Ontario, CA | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Number of Buildings | Building | 1 | ||
Initial Cost of Land | $ 14,657 | ||
Initial Cost of Buildings and Improvements | 16,101 | ||
Total Initial Costs | 30,758 | ||
Costs Capitalized or Adjustments Subsequent to Acquisition | 35 | ||
Gross amount carried, Land | 14,657 | ||
Gross amount carried, Buildings and Improvements | 16,136 | ||
Gross amount carried, Total Costs | 30,793 | ||
Accumulated Depreciation and Amortization | $ (738) | ||
Ontario Distribution Center in Ontario, CA | Minimum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 1 year | ||
Ontario Distribution Center in Ontario, CA | Maximum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 20 years | ||
Park 429 Logistics Center in Ocoee, FL | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Number of Buildings | Building | 2 | ||
Initial Cost of Land | $ 7,963 | ||
Initial Cost of Buildings and Improvements | 36,919 | ||
Total Initial Costs | 44,882 | ||
Costs Capitalized or Adjustments Subsequent to Acquisition | 181 | ||
Gross amount carried, Land | 7,963 | ||
Gross amount carried, Buildings and Improvements | 37,100 | ||
Gross amount carried, Total Costs | 45,063 | ||
Accumulated Depreciation and Amortization | $ (694) | ||
Park 429 Logistics Center in Ocoee, FL | Minimum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 1 year | ||
Park 429 Logistics Center in Ocoee, FL | Maximum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 40 years | ||
Pescadero Distribution Center in Tracy, CA | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Number of Buildings | Building | 1 | ||
Initial Cost of Land | $ 5,602 | ||
Initial Cost of Buildings and Improvements | 40,021 | ||
Total Initial Costs | 45,623 | ||
Costs Capitalized or Adjustments Subsequent to Acquisition | 59 | ||
Gross amount carried, Land | 5,602 | ||
Gross amount carried, Buildings and Improvements | 40,080 | ||
Gross amount carried, Total Costs | 45,682 | ||
Accumulated Depreciation and Amortization | $ (857) | ||
Pescadero Distribution Center in Tracy, CA | Minimum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 1 year | ||
Pescadero Distribution Center in Tracy, CA | Maximum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 40 years | ||
Gothard Industrial Center in Huntington Beach, CA | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Number of Buildings | Building | 1 | ||
Initial Cost of Land | $ 5,325 | ||
Initial Cost of Buildings and Improvements | 4,771 | ||
Total Initial Costs | 10,096 | ||
Costs Capitalized or Adjustments Subsequent to Acquisition | 45 | ||
Gross amount carried, Land | 5,325 | ||
Gross amount carried, Buildings and Improvements | 4,816 | ||
Gross amount carried, Total Costs | 10,141 | ||
Accumulated Depreciation and Amortization | $ (164) | ||
Gothard Industrial Center in Huntington Beach, CA | Minimum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 1 year | ||
Gothard Industrial Center in Huntington Beach, CA | Maximum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 20 years | ||
Midway Industrial Center in Odenton, MD | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Number of Buildings | Building | 1 | ||
Initial Cost of Land | $ 4,579 | ||
Initial Cost of Buildings and Improvements | 3,548 | ||
Total Initial Costs | 8,127 | ||
Costs Capitalized or Adjustments Subsequent to Acquisition | 39 | ||
Gross amount carried, Land | 4,579 | ||
Gross amount carried, Buildings and Improvements | 3,587 | ||
Gross amount carried, Total Costs | 8,166 | ||
Accumulated Depreciation and Amortization | $ (96) | ||
Midway Industrial Center in Odenton, MD | Minimum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 1 year | ||
Midway Industrial Center in Odenton, MD | Maximum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 20 years | ||
Executive Airport Distribution Center in Henderson, NV | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Number of Buildings | Building | 1 | ||
Initial Cost of Land | $ 10,360 | ||
Initial Cost of Buildings and Improvements | 40,710 | ||
Total Initial Costs | 51,070 | ||
Costs Capitalized or Adjustments Subsequent to Acquisition | 190 | ||
Gross amount carried, Land | 10,360 | ||
Gross amount carried, Buildings and Improvements | 40,900 | ||
Gross amount carried, Total Costs | 51,260 | ||
Accumulated Depreciation and Amortization | $ (238) | ||
Executive Airport Distribution Center in Henderson, NV | Minimum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 1 year | ||
Executive Airport Distribution Center in Henderson, NV | Maximum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 40 years | ||
Iron Run Distribution Center in Allentown, PA | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Number of Buildings | Building | 1 | ||
Initial Cost of Land | $ 5,483 | ||
Initial Cost of Buildings and Improvements | 10,039 | ||
Total Initial Costs | 15,522 | ||
Costs Capitalized or Adjustments Subsequent to Acquisition | 24 | ||
Gross amount carried, Land | 5,483 | ||
Gross amount carried, Buildings and Improvements | 10,063 | ||
Gross amount carried, Total Costs | 15,546 | ||
Accumulated Depreciation and Amortization | $ (28) | ||
Iron Run Distribution Center in Allentown, PA | Minimum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 1 year | ||
Iron Run Distribution Center in Allentown, PA | Maximum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 20 years | ||
Elgin Distribution Center in Elgin, IL | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Number of Buildings | Building | 1 | ||
Initial Cost of Land | $ 4,032 | ||
Initial Cost of Buildings and Improvements | 16,951 | ||
Total Initial Costs | 20,983 | ||
Costs Capitalized or Adjustments Subsequent to Acquisition | 37 | ||
Gross amount carried, Land | 4,032 | ||
Gross amount carried, Buildings and Improvements | 16,988 | ||
Gross amount carried, Total Costs | 21,020 | ||
Accumulated Depreciation and Amortization | $ (16) | ||
Elgin Distribution Center in Elgin, IL | Minimum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 1 year | ||
Elgin Distribution Center in Elgin, IL | Maximum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 40 years | ||
Addison Distribution Center II in Addison, IL | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Number of Buildings | Building | 1 | ||
Initial Cost of Land | $ 4,439 | ||
Initial Cost of Buildings and Improvements | 8,009 | ||
Total Initial Costs | 12,448 | ||
Costs Capitalized or Adjustments Subsequent to Acquisition | 7 | ||
Gross amount carried, Land | 4,439 | ||
Gross amount carried, Buildings and Improvements | 8,016 | ||
Gross amount carried, Total Costs | 12,455 | ||
Accumulated Depreciation and Amortization | $ (22) | ||
Addison Distribution Center II in Addison, IL | Minimum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 1 year | ||
Addison Distribution Center II in Addison, IL | Maximum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 30 years | ||
Fontana Distribution Center in Fontana, CA | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Number of Buildings | Building | 1 | ||
Initial Cost of Land | $ 20,558 | ||
Initial Cost of Buildings and Improvements | 21,943 | ||
Total Initial Costs | 42,501 | ||
Costs Capitalized or Adjustments Subsequent to Acquisition | 7 | ||
Gross amount carried, Land | 20,558 | ||
Gross amount carried, Buildings and Improvements | 21,950 | ||
Gross amount carried, Total Costs | 42,508 | ||
Accumulated Depreciation and Amortization | $ (83) | ||
Fontana Distribution Center in Fontana, CA | Minimum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 1 year | ||
Fontana Distribution Center in Fontana, CA | Maximum | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 20 years |
SCHEDULE III-REAL ESTATE AND _3
SCHEDULE III-REAL ESTATE AND ACCUMULATED DEPRECIATION - Summary of Activity for Investment in Real Estate Properties (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
SEC Schedule III, Reconciliation of Real Estate Accumulated Depreciation [Roll Forward] | ||
Investment Properties Beginning Balance | $ 0 | $ 0 |
Acquisition of properties | 300,028 | 0 |
Improvements | 685 | 0 |
Investment Properties Ending Balance | 300,713 | 0 |
Accumulated Depreciation and Amortization Beginning Balance | 0 | 0 |
Additions charged to costs and expenses | (3,556) | 0 |
Accumulated Depreciation and Amortization Ending Balance | $ (3,556) | $ 0 |