EX-99.1 2 ex991655montgomeryproformas.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1

BLACK CREEK DIVERSIFIED PROPERTY FUND INC.
PRO FORMA FINANCIAL INFORMATION
(Unaudited)

The following pro forma consolidated financial statements have been prepared to provide pro forma information with regard to a real estate disposition. The unaudited pro forma consolidated financial statement should be read in conjunction with Black Creek Diversified Property Fund Inc.’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2019.
On May 6, 2019, the Company sold a wholly owned office property located in San Francisco, California, comprising approximately 263,000 square feet (referred to as “655 Montgomery”). The accompanying unaudited pro forma consolidated balance sheet as of December 31, 2018 and statement of operations for the year ended December 31, 2018 have been prepared to give effect to the disposition of certain assets and liabilities related to 655 Montgomery as if the transaction had occurred as of January 1, 2018.

These unaudited pro forma financial statements were prepared for informational purposes only and are not necessarily indicative of future results or of actual results that would have been achieved had the disposition of 655 Montgomery been consummated as of the dates indicated.


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BLACK CREEK DIVERSIFIED PROPERTY FUND INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2018
(Unaudited
(in thousands, except per share data)
 
Company Historical (1)
 
Disposition (2)
 
Consolidated Pro Forma
ASSETS
 
 
 
 
 
 
Net investment in real estate properties
 
$
1,507,112

 
$
(105,415
)
 
$
1,401,697

Debt-related investments, net
 
10,680

 

 
10,680

Cash and cash equivalents
 
10,008

 
81,972

 
91,980

Restricted cash
 
7,030

 

 
7,030

Other assets
 
46,272

 
(2,446
)
 
43,826

Total assets
 
$
1,581,102

 
$
(25,889
)
 
$
1,555,213

LIABILITIES AND EQUITY
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
Accounts payable and accrued expenses
 
$
31,580

 
$
(11
)
 
$
31,569

Debt, net
 
1,001,298

 
(97,525
)
 
903,773

Intangible lease liabilities, net
 
47,196

 
(146
)
 
47,050

Financing obligations, net
 
52,336

 

 
52,336

Other liabilities
 
37,679

 
(3,833
)
 
33,846

Total liabilities
 
1,170,089

 
(101,515
)
 
1,068,574

Equity
 
 
 
 
 
 
Stockholders’ equity:
 
 
 
 
 
 
Preferred stock, $0.01 par value—200,000 shares authorized, none issued and outstanding
 

 

 

Class E common stock, $0.01 par value—500,000 shares authorized, 77,390 shares issued and outstanding
 
774

 

 
774

Class T common stock, $0.01 par value—500,000 shares authorized, 2,783 shares issued and outstanding
 
28

 

 
28

Class S common stock, $0.01 par value—500,000 shares authorized, 10,516 shares issued and outstanding
 
105

 

 
105

Class D common stock, $0.01 par value—500,000 shares authorized, 2,778 shares issued and outstanding
 
28

 

 
28

Class I common stock, $0.01 par value—500,000 shares authorized, 37,385 shares issued and outstanding
 
374

 

 
374

Additional paid-in capital
 
1,199,736

 

 
1,199,736

Distributions in excess of earnings
 
(867,849
)
 
75,626

 
(792,223
)
Accumulated other comprehensive income
 
522

 

 
522

Total stockholders’ equity
 
333,718

 
75,626

 
409,344

Noncontrolling interests
 
77,295

 

 
77,295

Total equity
 
411,013

 
75,626

 
486,639

Total liabilities and equity
 
$
1,581,102

 
$
(25,889
)
 
$
1,555,213

 
(1)
Reflects the Company’s historical consolidated balance sheet as of December 31, 2018. Refer to the Company’s historical consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2019.
(2)
Represents the pro forma adjustments to reflect the disposition of 655 Montgomery as if the sale had occurred on December 31, 2018. This includes the elimination of the related assets and liabilities. Upon closing of the disposition, the Company paid off the related mortgage note and a mezzanine loan.


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BLACK CREEK DIVERSIFIED PROPERTY FUND INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2018
(Unaudited)
(in thousands, except per share data)
 
Company Historical (1)
 
Disposition (2)
 
Consolidated Pro Forma
Revenues:
 
 
 
 
 
 
Rental revenues
 
$
189,631

 
$
(14,011
)
 
$
175,620

Debt-related income
 
694

 

 
694

Total revenues
 
190,325

 
(14,011
)
 
176,314

Operating expenses:
 
 
 
 
 


Rental expenses
 
61,667

 
(5,819
)
 
55,848

Real estate-related depreciation and amortization
 
57,866

 
(3,854
)
 
54,012

General and administrative expenses
 
8,817

 

 
8,817

Advisory fees, related party
 
14,149

 

 
14,149

Impairment of real estate property
 
14,648

 

 
14,648

Total operating expenses 
 
157,147

 
(9,673
)
 
147,474

Other (expenses) income:
 
 
 
 
 


Interest expense
 
(48,358
)
 
5,322

 
(43,036
)
Gain on sale of real property
 
14,093

 

 
14,093

Other expense
 
(251
)
 
45

 
(206
)
Total other expenses
 
(34,516
)
 
5,367

 
(29,149
)
Net loss
 
(1,338
)
 
1,029

 
(309
)
Net loss attributable to noncontrolling interests
 
101

 

 
101

Net loss attributable to common stockholders
 
$
(1,237
)
 
$
1,029

 
$
(208
)
Weighted-average shares outstanding—basic
 
128,740

 
 
 
128,740

Weighted-average shares outstanding—diluted
 
139,674

 
 
 
139,674

Net loss attributable to common stockholders per common share—basic and diluted
 
$
(0.01
)
 
 
 
$
(0.00
)
 
(1)
Reflects the Company’s historical consolidated statement of operations for the year ended December 31, 2018. Refer to the Company’s historical consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2019.
(2)
Represents adjustments to reflect the disposition of 655 Montgomery as if the sale had occurred on January 1, 2018. Amounts reflect the historical operations of 655 Montgomery that are included in the Company's historical statement of operations for the year ended December 31, 2018. The gross sales price of the 655 Montgomery disposition was approximately $191.5 million, less closing costs and customary closing provisions. As of December 31, 2018, the Company's accounting basis (net of accumulated depreciation and amortization) for 655 Montgomery was approximately $105.4 million. The estimated gain has not been included in the pro forma consolidated statement of operations.


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