EX-99.2 3 bci-20210714ex992f0a8f8.htm EX-99.2

EXHIBIT 99.2

BLACK CREEK INDUSTRIAL REIT IV INC.

PRO FORMA FINANCIAL INFORMATION

(Unaudited)

The following pro forma consolidated financial statements have been prepared to provide pro forma information with regard to real estate acquisitions and financing transactions, as applicable. The unaudited pro forma consolidated financial statements should be read in conjunction with Black Creek Industrial REIT IV Inc.’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2021, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the SEC on August 10, 2021 (the “Form 10-Q”).

The accompanying unaudited pro forma consolidated statement of operations for the year ended December 31, 2020, combines the Company’s historical operations with the real estate properties described below, as if the acquisition of those properties had occurred as of January 1, 2020.

On July 14, 2021, the Company, through an indirect wholly-owned subsidiary, acquired a 100% fee interest in 48 industrial buildings totaling approximately 8.3 million square feet on approximately 480.7 acres (the “Key Logistics Portfolio”). The Key Logistics Portfolio is located in 13 geographic markets throughout the United States and is currently 96.4% occupied by 83 customers with a weighted-average lease term (based on square feet) of approximately 3.4 years. The total purchase price was $920.0 million, subject to customary prorations. The sellers of the Key Logistics Portfolio are not affiliated with the Company or its affiliates. The Company funded the acquisition using proceeds from the Company’s public offering and funds from its credit facility and term loans.

The unaudited pro forma consolidated financial statements have been prepared by the Company’s management based upon the Company’s historical financial statements, certain historical financial information of the acquired real estate properties, and certain purchase accounting entries of the acquired real estate properties. These pro forma statements may not be indicative of the results that actually would have occurred if these transactions had been in effect on the dates indicated, nor do they purport to represent our future financial results. The accompanying unaudited pro forma consolidated financial statements do not contemplate certain amounts that are not readily determinable, such as additional general and administrative expenses that are probable, or interest income that would be earned on cash balances.


BLACK CREEK INDUSTRIAL REIT IV INC.

PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2021

(Unaudited)

Company

Financing

Consolidated

(in thousands)

Historical (1)

Acquisitions (2)

Transactions

Pro Forma

ASSETS

 

Net investment in real estate properties

$

2,419,589

$

928,741

$

$

3,348,330

Investment in unconsolidated joint venture partnership(s)

45,246

45,246

Cash and cash equivalents

 

159,248

(809,873)

741,315

(3)

90,690

Restricted cash

 

1,595

1,595

Straight-line rent and tenant receivables, net

 

11,588

586

12,174

Due from affiliates

 

122

122

Deferred acquisition costs

 

101,909

(100,000)

1,909

DST Program Loans

24,561

24,561

Other assets

 

3,767

253

4,020

Total assets

$

2,767,625

$

19,707

$

741,315

$

3,528,647

LIABILITIES AND PARTNERS’ CAPITAL

 

  

Liabilities

Accounts payable and accrued expenses

$

21,489

$

3,392

$

$

24,881

Debt, net

 

866,643

577,250

(3)

1,443,893

Financing obligations, net

 

81,568

81,568

Due to affiliates

 

18,938

18,938

Distributions payable

 

8,931

8,931

Distribution fees payable to affiliates

 

62,078

62,078

Other liabilities

 

45,658

14,921

60,579

Total liabilities

 

1,105,305

18,313

577,250

1,700,868

Commitments and contingencies

 

  

Redeemable noncontrolling interest

 

13,586

13,586

Equity

 

  

Stockholders’ equity:

 

Preferred stock, $0.01 par value - 200,000 shares authorized, none issued and outstanding

 

Class T common stock, $0.01 par value per share - 1,200,000 shares authorized, 164,487 and 130,565 shares issued and outstanding, respectively

 

1,645

121

(4)

1,766

Class W common stock, $0.01 par value per share - 75,000 shares authorized, 10,504 and 7,866 shares issued and outstanding, respectively

 

105

6

(4)

111

Class I common stock, $0.01 par value per share - 225,000 shares authorized, 20,248 and 3,040 shares issued and outstanding, respectively

 

202

30

(4)

232

Additional paid-in capital

 

1,848,608

163,908

(4)

2,012,516

Accumulated (deficit) gain

 

(195,434)

1,394

(194,040)

Accumulated other comprehensive loss

 

(6,579)

(6,579)

Total stockholders’ equity

 

1,648,547

1,394

164,065

1,814,006

Noncontrolling interests

 

187

187

Total equity

 

1,648,734

1,394

164,065

1,814,193

Total liabilities and equity

$

2,767,625

$

19,707

$

741,315

$

3,528,647

The accompanying notes are an integral part of this pro forma consolidated financial statement.

2


BLACK CREEK INDUSTRIAL REIT IV INC.

NOTES TO THE PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2021

(Unaudited)

(1)

Reflects the Company’s historical condensed consolidated balance sheet as of June 30, 2021. Refer to the Company’s historical consolidated financial statements and notes thereto included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2021.

(2)

Subsequent to June 30, 2021, the Company acquired the Key Logistics Portfolio, comprised of 48 industrial buildings aggregating 8.3 million square feet on approximately 480.7 acres for a total purchase price of $920.0 million. The Company funded the acquisition using proceeds from the Company’s public offering and funds from its existing credit facility and term loans. The following table sets forth the preliminary purchase price allocation of the Key Logistics Portfolio:

Intangibles

Acquisition

Intangible

Above-Market

Below-Market

($ in thousands)

Date

Land

Building

Lease Assets

Lease Assets

Lease Liabilities

Key Logistics Portfolio

7/14/2021

$

152,055

$

726,520

$

49,057

$

1,109

$

(11,097)

(3)

In conjunction with the Key Logistics Portfolio acquisition, the company borrowed $95.6 million under its corporate line of credit, $287.6 million under its $600.0 million term loan, and $194.1 million under its $209.3 million term loan. The corporate line of credit matures in November 2023, and may be extended pursuant to a one-year extension, subject to certain conditions, with a primary interest rate of 1.40%. The $600.0 million term loan matures in May 2026, with a primary interest rate of 1.45%, and the $209.3 million term loan matures in July 2025, with a primary interest rate of 1.63%.

(4)

For the period from July 1, 2021 through July 15, 2021, the Company sold approximately 15.7 million shares of its common stock through its public offering, which resulted in net proceeds of approximately $164.1 million. Distributions which may have been paid or payable subsequent to June 30, 2021 have not been reflected in the pro forma balance sheet.

3


BLACK CREEK INDUSTRIAL REIT IV INC.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2021

(Unaudited)

 

Company

Pro Forma

Consolidated

(in thousands)

Historical (1)

Acquisitions

Adjustments

Pro Forma

Revenues:

Rental revenues

$

53,046

$

26,243

(2)

$

1,592

(4)

$

80,881

Total revenues

53,046

26,243

1,592

80,881

Operating expenses:

 

 

 

 

Rental expenses

 

12,825

 

6,818

(3)

 

 

19,643

Real estate-related depreciation and amortization

 

30,241

 

 

25,653

(5)

 

55,894

General and administrative expenses

 

4,370

 

 

 

4,370

Advisory fees

 

9,460

 

 

5,390

(6)

 

14,850

Performance participation allocation

 

16,022

 

 

 

16,022

Acquisition costs and reimbursements

 

2,125

 

 

 

2,125

Total operating expenses

75,043

6,818

31,043

112,904

Other (income) expenses:

Equity in income from unconsolidated joint venture partnerships

 

(1,165)

 

 

 

(1,165)

Interest expense

 

8,295

 

 

4,325

(7)

 

12,620

Other income

 

(129)

 

 

 

(129)

Net expenses

82,044

6,818

35,368

124,230

Net (loss) income

 

(28,998)

 

19,425

 

(33,776)

 

(43,349)

Net loss attributable to noncontrolling interests

 

225

 

 

 

225

Net income attributable to noncontrolling interests

 

(8)

 

 

 

(8)

Net (loss) income attributable to common stockholders

$

(28,781)

$

19,425

$

(33,776)

$

(43,132)

Weighted-average shares outstanding

163,355

170,278

(8)

Net loss per common share - basic and diluted

 

(0.18)

 

(0.25)

The accompanying notes are an integral part of this pro forma consolidated financial statement.

4


BLACK CREEK INDUSTRIAL REIT IV INC.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2020

(Unaudited)

 

Company

Pro Forma

Consolidated

(in thousands)

Historical (1)

Acquisitions

Adjustments

Pro Forma

Revenues:

Rental revenues

$

79,396

$

50,757

(2)

$

3,184

(4)

$

133,337

Total revenues

79,396

50,757

3,184

133,337

Operating expenses:

 

 

 

 

Rental expenses

 

19,550

 

12,502

(3)

 

 

32,052

Real estate-related depreciation and amortization

 

46,483

 

 

51,306

(5)

 

97,789

General and administrative expenses

 

3,970

 

 

 

3,970

Advisory fees

 

19,293

 

 

7,340

(6)

 

26,633

Performance participation allocation

 

3,166

 

 

 

3,166

Acquisition costs and reimbursements

 

3,003

 

 

 

3,003

Total operating expenses

95,465

12,502

58,646

166,613

Other expenses:

Equity in loss from unconsolidated joint venture partnerships

 

1,790

 

 

 

1,790

Interest expense and other

 

12,316

 

 

8,650

(7)

 

20,966

Net expenses

109,571

12,502

67,296

189,369

Net (loss) income

 

(30,175)

 

38,255

 

(64,112)

 

(56,032)

Net loss attributable to noncontrolling interests

 

83

 

 

 

83

Net income attributable to noncontrolling interests

 

(5)

 

 

 

(5)

Net (loss) income attributable to common stockholders

$

(30,097)

$

38,255

$

(64,112)

$

(55,954)

Weighted-average shares outstanding

113,145

170,278

(8)

Net loss per common share - basic and diluted

 

(0.27)

 

(0.33)

The accompanying notes are an integral part of this pro forma consolidated financial statement.

5


BLACK CREEK INDUSTRIAL REIT IV INC.

NOTES TO THE PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2021

AND FOR THE YEAR ENDED DECEMBER 31, 2021

(Unaudited)

(1)

Reflects the Company’s historical consolidated statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020. Refer to the Company’s historical consolidated financial statements and notes thereto included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2021 and the Company’s Annual Report on Form 10-K filed with the SEC on March 5, 2021.

(2)

Amounts represent the incremental impact of rental revenue of the real estate properties acquired by the Company based on the historical operations of those properties for the periods prior to acquisition. The incremental rental revenue is determined based on the respective property’s historical rental revenue and the purchase accounting entries and includes the incremental base rent adjustments calculated based on the terms of the acquired lease and presented on a straight-line basis. The incremental straight-line rent adjustment resulted in an increase to rental revenue of approximately $0.8 million for the six months ended June 30, 2021 and $1.8 million for the year ended December 31, 2020.

(3)

The table below sets forth the incremental impact of rental expense of the real estate properties acquired by the Company based on the historical operations of those properties for the periods prior to acquisition. The incremental rental expense adjustment is determined based on the respective property’s historical operating expenses, insurance expense, and property management fees.

 

For the Six Months Ended June 30, 2021

For the Year Ended December 31, 2020

Incremental

Incremental

Incremental

Incremental

(in thousands)

Rental Expense

Real Estate Taxes

Rental Expense

Real Estate Taxes

Key Logistics Portfolio

$

2,531

$

4,287

$

4,192

$

8,310

(4)

Amount represents the incremental impact of rental revenue of the properties acquired by the Company, which includes the adjustments to reflect rents at market, as determined in purchase accounting, that consists of below-market lease assets and liabilities, which are amortized over the remaining lease term.

(5)

Amount represents the incremental depreciation and amortization expense of the real estate properties acquired by the Company. Pursuant to the purchase price allocations, the amounts allocated to buildings are depreciated on a straight-line basis over a period of 40 years, commencing when the building is complete and ready for its intended use, and the amounts allocated to intangible in-place lease assets are amortized on a straight-line basis over the lease term.

(6)

Amount represents the fixed component of the advisory fee that is payable monthly to the Company’s advisor for the year ended December 31, 2020 and for the six months ended June 30, 2021, for asset management services provided to the Company. The fixed component of the advisory fee consists of a monthly fee of one-twelfth of 1.25% of the aggregate NAV and the consideration received by the Company or its affiliates for selling interests in properties that are part of the Company’s Delaware statutory trust exchange program to third party investors. Prior to February 16, 2021, the fixed component of the advisory fee consists of a monthly fee of one-twelfth of 0.80% of the aggregate cost of real property assets located in the U.S. within the Company’s portfolio. Amount was calculated as though the real estate properties acquired by the Company had been managed by the Company’s advisor since January 1, 2020.

6


(7)

Amount represents the incremental interest expense related to the borrowings under the Company’s corporate line of credit and term loans incurred in conjunction with the respective real estate property acquisitions. The incremental interest expense is calculated based on the actual terms of the respective financing agreement as if these financings were outstanding as of January 1, 2020.

Weighted-Average

Amount

For the Six Months

For the Year Ended

(in thousands)

 

Interest Rate

 

Financed

Ended June 30, 2021

December 31, 2020

Key Logistics Portfolio

1.50%

$

577,250

(a)

$

4,325

$

8,650


(a)

Amount was borrowed under the Company’s corporate line of credit, its $600.0 million term loan, and its $209.3 million term loan. The incremental interest expense was calculated using the interest rate in effect as of July 31, 2021.

(8)

The pro forma weighted-average shares of common stock outstanding for the six months ended June 30, 2021 and for the year ended December 31, 2020 were calculated to reflect all shares sold through July 15, 2021 as if they had been issued on January 1, 2020.

7