UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2018

Black Creek Industrial REIT IV Inc.
(Exact name of registrant as specified in its charter)
Maryland
333-200594
47-1592886
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
518 Seventeenth Street, 17 th Floor
Denver, CO 80202
(Address of principal executive offices)
(303) 228-2200
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
 



Explanatory Note
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Black Creek Industrial REIT IV Inc. (the "Company") hereby amends the following Current Report on Form 8-K to provide the required financial information:
•
Current Report on Form 8-K (the "Current Report") filed with the Securities Exchange Commission (the "SEC") on June 13, 2018 to provide the required financial information relating to the Company's acquisition of Park 429 Logistics Center, as described in the Current Report.
Item 9.01.    Financial Statements and Exhibits.
(a) and (b) Financial Statements of Real Estate Property Acquired and Pro Forma Financial Information
The financial statements and pro forma financial information required by Item 9.01(a) and (b) are filed herewith as exhibits under Item 9.01(d) and such exhibits are incorporated herein by reference.
(d) Exhibits
Exhibit
Number
 
Description
99.1
 
 
 
Statements of Revenues and Certain Expenses for the Six Months Ended June 30, 2018 (unaudited) and for the Year Ended December 31, 2017 (unaudited)
 
 
Notes to the Statements of Revenues and Certain Expenses for the Six Months Ended June 30, 2018 (unaudited) and for the Year Ended December 31, 2017 (unaudited)
 
 
 
99.2
 
 
 
Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2018 (unaudited)
 
 
Notes to the Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2018 (unaudited)




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
BLACK CREEK INDUSTRIAL REIT IV INC.
 
 
 
 
August 23, 2018
 
By:
/s/ THOMAS G. MCGONAGLE
 
 
 
Name: Thomas G. McGonagle
 
 
 
Title:   Managing Director, Chief Financial Officer




Exhibit 99.1

PARK 429 LOGISTICS CENTER
STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(unaudited)

(in thousands)
 
For the Six Months
Ended June 30, 2018
 
For the Year Ended
December 31, 2017
Revenues:
 
 
 
 
Rental revenue
 
$
418

 
$
—

Reimbursement and other revenue
 
13

 
—

Total revenues
 
431

 
—

Certain expenses:
 
 
 
 
Real estate taxes
 
25

 
—

Operating expenses
 
12

 
—

Insurance
 
8

 
—

Management fees
 
3

 
—

Total certain expenses
 
48

 
—

Excess of revenues over certain expenses
 
$
383

 
—


The accompanying notes are an integral part of these financial statements.

1
Exhibit 99.1

PARK 429 LOGISTICS CENTER
NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES
FOR THE SIX MONTHS ENDED JUNE 30, 2018 (UNAUDITED) AND FOR
THE YEAR ENDED DECEMBER 31, 2017 (UNAUDITED)
1. Basis of Presentation
On June 7, 2018, Black Creek Industrial REIT IV Inc. (the “Company”), through its wholly-owned subsidiaries, acquired a 100% fee interest in two industrial buildings totaling approximately 0.4 million square feet on approximately 25.25 acres (the “ Park 429 Logistics Center ”). The Park 429 Logistics Center is located in the Orlando, FL market and is 95.9% leased by three customers with a weighted-average remaining lease term (based on square feet) of approximately 8.8 years. The total purchase price was approximately $45.7 million, exclusive of transfer taxes, due diligence expenses, and other closing costs. The Park 429 Logistics Center was granted a certificate of occupancy in February 2018 with the first lease commencing February 19, 2018. Development of Park 429 Logistics Center was fully completed in June 2018. The Company funded the acquisition using proceeds from its public offering and borrowings under its corporate line of credit.
The accompanying statements of revenues and certain expenses relate to the Park 429 Logistics Center and have been prepared pursuant to Rule 3-14 of Regulation S-X of the Securities and Exchange Commission, promulgated under the Securities Act of 1933, as amended. Accordingly, the statements are not representative of the actual operations for the periods presented as certain operating expenses, which may not be directly attributable to the revenues and expenses expected to be incurred in the future operations of the Park 429 Logistics Center , have been excluded. Such items include depreciation and amortization, amortization of above- and below-market leases, interest, and other administrative costs. Management is not aware of any material factors relating to the Park 429 Logistics Center , other than those already described above, that would cause the reported financial information included herein to not be necessarily indicative of future operating results.
The unaudited statements of revenues and certain expenses for the six months ended June 30, 2018 and for the year ended December 31, 2017 reflect all adjustments, consisting of only normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of the interim period. The results of the interim period are not necessarily indicative of the expected results for the entire fiscal year.
Because the first lease commenced February 19, 2018, the Park 429 Logistics Center has a rental history of more than three months but less than nine months. Accordingly, as described in Section 2330.8 of the Financial Reporting Manual of the Division of Corporation Finance of the Securities and Exchange Commission, the accompanying financial statements are presented on an unaudited basis.

2. Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and certain expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
Rental revenue is recognized on a straight-line basis over the terms of the lease agreement. The difference between rental income earned on a straight-line basis and the cash rent due under the provisions of the lease agreements is recorded as a component of straight-line rent. The straight-line rent adjustment for minimum rents increased base contractual rental revenue by approximately $0.4 million for the six months ended June 30, 2018 (unaudited).
Tenant recoveries related to reimbursement of real estate taxes, insurance, repairs and maintenance, and other operating expenses are recognized as revenue and recorded on a gross basis in tenant reimbursements and other revenues in the period the applicable expenses are incurred.


2
Exhibit 99.1

3. Minimum Future Lease Rentals
Future minimum base rental payments, which equal the cash basis of monthly contractual rent, owed to the Company from its customer under the terms of the non-cancelable operating lease in place as of June 30, 2018, excluding rental revenues from the potential renewal or replacement of existing future leases and from customer reimbursement revenue, were as follows for the next five years and thereafter:
(in thousands)
 
Amount
Remainder of 2018
 
$
545

2019
 
2,315

2020
 
2,378

2021
 
2,355

2022
 
2,493

Thereafter
 
11,193

Total
 
$
21,279


4. Tenant Concentrations
As of June 30, 2018, the Park 429 Logistics Center was 95.9% leased to three customers, as detailed below:
Customer
 
Lease Expiration
 
% of Total Annualized Base Rent (1)
City Furniture, Inc.
 
December 2028
 
66%
Maintenance Supply Headquarters, LP
 
November 2025
 
26%
Kramer America, Inc.
 
July 2023
 
9%
 
(1)
Annualized base rent is calculated as monthly base rent (cash basis) per the terms of the lease, as of June 30, 2018, multiplied by 12. If free rent is granted, then the first month with a positive rent value is used.


3
Exhibit 99.2

BLACK CREEK INDUSTRIAL REIT IV INC.
PRO FORMA FINANCIAL INFORMATION
(Unaudited)
The following pro forma condensed consolidated financial statement has been prepared to provide pro forma information with regard to real estate acquisitions and financing transactions, as applicable. The unaudited pro forma condensed consolidated financial statement should be read in conjunction with Black Creek Industrial REIT IV Inc.’s (the “Company”) Quarterly Report on Form 10-Q for the six months ended June 30, 2018, filed with the Securities and Exchange Commission (the “SEC”) on August 13, 2018.
The accompanying unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2018 , combine the Company’s historical operations with the purchase of the Park 429 Logistics Center described below, as if that transaction had occurred as of January 1, 2018. An unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2017 is not presented as the Park 429 Logistics Center was granted a certificate of occupancy in February 2018 with the first lease commencing February 19, 2018, and development of Park 429 Logistics Center was completed in June 2018. An unaudited pro forma condensed consolidated balance sheet is not presented because the real estate property transaction described below occurred prior to June 30, 2018 and has been presented in the Company's Quarterly Report on Form 10-Q for the six months ended June 30, 2018, filed with the SEC on August 13, 2018.
On June 7, 2018, the Company acquired a 100% fee interest in two industrial buildings totaling approximately 0.4 million square feet on approximately 25.25 acres (the “Park 429 Logistics Center”). The Park 429 Logistics Center is located in the Orlando, FL market and is 95.9% leased by three customers with a weighted-average remaining lease term (based on square feet) of approximately 8.8 years. The total purchase price was approximately $45.7 million, exclusive of transfer taxes, due diligence expenses, and other closing costs. The Company funded the acquisition using proceeds from its public offering and borrowings under its corporate line of credit.
In conjunction with the Park 429 Logistics Center acquisition, the Company borrowed approximately $23.9 million under the Company's corporate line of credit.
The unaudited pro forma condensed consolidated statement of operations has been prepared by the Company’s management based upon the Company’s historical financial statements, certain historical financial information of the Park 429 Logistics Center , and certain purchase accounting entries of the Park 429 Logistics Center . 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 condensed consolidated statement of operations does 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.

1
Exhibit 99.2

BLACK CREEK INDUSTRIAL REIT IV INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2018
(Unaudited)
(in thousands, except per share data)
 
Company Historical (1)
 
 Acquisitions
 
 
Pro Forma
Adjustments
 
 
Consolidated
Pro Forma
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Rental revenues
 
$
883

 
$
952

(2)
 
$
11

(4)
 
$
1,846

 
Total revenues
 
883

 
952

 
 
11

 
 
1,846

 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Rental expenses
 
156

 
97

(3)
 
—

 
 
253

 
Real estate-related depreciation and amortization
 
527

 
—

 
 
539

(5)
 
1,066

 
General and administrative expenses
 
696

 
—

 
 
—

 
 
696

 
Advisory fees, related party
 
334

 
—

 
 
150

(6)
 
484

 
Acquisition expense reimbursements, related party
 
1,995

 
—

 
 
—

 
 
1,995

 
Other expense reimbursements, related party
 
572

 
—

 
 
—

 
 
572

 
Total operating expenses
 
4,280

 
97

 
 
689

 
 
5,066

 
Operating (loss) income
 
(3,397
)
 
855

 
 
(678
)
 
 
(3,220
)
 
Other expenses:
 
 
 
 
 
 
 
 
 
 
 
Interest expense and other
 
507

 
—

 
 
377

(7)
 
884

 
Total other expenses
 
507

 
—

 
 
377

 
 
884

 
Total expenses before expense support
 
4,787

 
97

 
 
1,066

 
 
5,950

 
Total expense support from the Advisor
 
2,462

 
—

 
 
444

(8)
 
2,906

 
Net expenses after expense support
 
(2,325
)
 
(97
)
 
 
(622
)
 
 
(3,044
)
 
Net (loss) income
 
(1,442
)
 
855

 
 
(611
)
 
 
(1,198
)
 
Net (loss) income attributable to noncontrolling interests
 
—

 
—

 
 
—

 
 
—

 
Net (loss) income attributable to common stockholders
 
$
(1,442
)
 
$
855

 
 
$
(611
)
 
 
$
(1,198
)
 
Weighted-average shares outstanding
 
4,614

 
 
 
 
 
 
 
7,491

(9)
Net (loss) income per common share - basic and diluted
 
$
(0.31
)
 
 
 
 
 
 
 
$
(0.16
)
 

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

2
Exhibit 99.2


BLACK CREEK INDUSTRIAL REIT IV INC.
NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2018
(Unaudited)
(1)
Reflects the Company’s historical condensed consolidated statement of operations for the six months ended June 30, 2018 . Refer to the Company’s historical condensed consolidated financial statements and notes thereto included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2018.
(2)
The table below sets forth the incremental impact of rental revenue of the Park 429 Logistics Center acquired by the Company based on the historical operations of the Park 429 Logistics Center for the periods prior to acquisition. The incremental rental revenue is determined based on the Park 429 Logistics Center ’s historical rental revenue and the purchase accounting entries and includes: (i) the incremental base rent adjustments calculated based on the terms of the acquired lease and presented on a straight-line basis and (ii) the incremental reimbursement and other revenue adjustments, which consist primarily of rental expense recoveries, and are determined based on the acquired customer’s historical reimbursement and other revenue. The incremental straight-line rent adjustment resulted in an increase to rental revenue of approximately $0.6 million for the six months ended June 30, 2018.
 
 
For the Six Months
Ended June 30, 2018
(in thousands)
 
Incremental
Rental Revenue
 
Incremental Reimbursement Revenue
Park 429 Logistics Center
 
$
922

 
$
30

(3)
The table below sets forth the incremental impact of rental expense of the Park 429 Logistics Center acquired by the Company based on the historical operations of the Park 429 Logistics Center for the periods prior to acquisition. The incremental rental expense adjustment is determined based on the Park 429 Logistics Center ’s historical operating expenses, insurance expense, and property management fees.
 
 
For the Six Months
Ended June 30, 2018
(in thousands)
 
Incremental
Rental Expense
 
Incremental
Real Estate Taxes
Park 429 Logistics Center
 
$
54

 
$
43

(4)
Amount represents the incremental impact of rental revenue of the Park 429 Logistics Center acquired by the Company, which includes the adjustments to reflect rents at market, as determined in purchase accounting, that consists of below-market lease liabilities, which are amortized over the remaining lease term.
(5)
Amount represents the incremental depreciation and amortization expense of the Park 429 Logistics Center 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 BCI IV Advisors LLC, the Company's Advisor, for asset management services provided to the Company. The fixed component of the advisory fee consists of a monthly fee of one-twelfth of 0.80% of the aggregate cost of real property assets located in the U.S. within the Company’s portfolio. Amount was calculated as though the Park 429 Logistics Center acquired by the Company had been managed by the Company’s Advisor since January 1, 2018.
(7)
Amount represents the incremental interest expense related to the borrowing under the Company's corporate line of credit incurred in conjunction with the Park 429 Logistics Center acquisition. This is calculated based on the actual terms of the credit facility agreement as if this financing transaction was outstanding as of January 1, 2018, utilizing the interest rate of 3.69% in effect as of June 30, 2018.
(8)
Amount represents the incremental expense support the Company would have received from the Company's Advisor assuming the Park 429 Logistics Center had been managed by the Company's Advisor since January 1, 2018.
(9)
The pro forma weighted-average shares of common stock outstanding for the six months ended June 30, 2018 were calculated to reflect all shares sold through June 30, 2018 as if they had been issued on January 1, 2018.

3